Terms and Conditions

Foodresearchlab offers contract research and development services outsourcing and consulting in various areas, including research (food, nutraceuticals, 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 clinical trials. The scope of work will be mutually agreed upon and may require revisions at various stages of deliverables.

a.Foodresearchlab (FRL) 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.

b.It is the client's responsibility to carefully consider and evaluate the guidance provided by FRL and make decisions based on their own judgment and requirements.

c.If the client disagrees with any aspect of the guidance or chooses not to follow the recommended procedure, FRL will not be held responsible for any issues that may arise during the product development or manufacturing process. d. FRL 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.

d.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.

e.FRL 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.

f.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. 

g.The client agrees to indemnify and hold FRL harmless from any claims, damages, losses, or liabilities arising out of or related to the client's product development or manufacturing activities.

h.FRL 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 FRL or its stakeholders.

i.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.

a.Foodresearchlab (FRL) may provide reverse engineering services to the client, aiming to replicate the sensory attributes and shelf life of the product available in the market.

b.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.

c.FRL 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.

d.FRL 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.

e.Any additional modifications or adjustments requested by the client after the formulation process may incur additional costs and time.

f.FRL 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.

g.It is the client's responsibility to ensure that the formulated product complies with all applicable regulations, standards, and labeling requirements.

h.FRL 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.

i.The client agrees to indemnify and hold FRL harmless from any claims, damages, losses, or liabilities arising out of or related to the client's use or commercialization of the formulated product.

j.FRL reserves the right to decline or terminate any formulation requests that are deemed unethical, illegal, or outside the scope of its expertise or capabilities.

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.

Foodresearchlab (FRL) 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:

a) Sourcing and procurement services provided by FRL 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 FRL.

b) Sourcing and procurement is an important aspect of food formulation, and FRL 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.

c) In certain projects, FRL 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.

d) FRL 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.

e) FRL 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. FRL does not validate vendors' COA, their demographics, or their suppliers and vendors. FRL suggests the client choose ingredient analyses as an additional service to ensure the required output from the formulation.

f) The availability of specific ingredients and raw materials may be subject to market conditions and unforeseen circumstances. FRL will make every effort to procure the required ingredients but cannot guarantee their availability at all times.

g) 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.

h) FRL will not undertake international sourcing and logistics clearance. It is the client's sole responsibility to handle international sourcing and logistics clearance for the project.

i) Logistics Terms: FRL acknowledges that all the terms for logistics payments, customs clearances, freights, duties, and taxes are under the standard DAP (Delivered at Place) agreement.

j) FRL takes utmost care in selecting vendors and ensuring the quality of sourced ingredients. However, FRL shall not be held responsible for any issues arising from the quality or supply of ingredients provided by the vendors.

k) The client understands and agrees that FRL 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.

i) 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.

m) 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.

n) 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.

o) 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.

p) FRL reserves the right to terminate or decline sourcing and procurement requests that are unethical, illegal, or outside the scope of its expertise or capabilities.

q) The client agrees to indemnify and hold FRL harmless from any claims, damages, losses, or liabilities arising out of or related to the sourcing and procurement of ingredients for their project.

r) These terms and conditions shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

a) FRL either use its own lab to conduct the experiment or subcontract the process. However, FRL ensures the outcome of the experiment meets the client requirement.

b) The client acknowledges that additional payment for usage of Equipment’s lab / manufacturing unit . And also acknowledges the FRL can outsource the same as if the FRL itself is billing performing the job. The resultant product is the proof of the hours being consumed using specific equipment during experiment / process.

a) In accordance with the guidelines provided by the Food Safety and Standards Authority of India (FSSAI), Foodresearchlab (FRL) holds the responsibility to protect consumers' health and ensure the safety and compliance of food products. FRL will ensure that all facilities adhere to the FSSAI standards.

b) The sample product dispatched by FRL 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 FRL through appropriate channels with sufficient evidence.

c) FRL insists clients to visit FRL Sensory booth to conduct product sensory testing. If Client denies and insists FRL to dispatch /to transit the product to their business location or given address, the FRL cannot guarantee for quality and safety of the product during transit.

d) FRL mandates client to follow the best practices recommendations of respective county’s guidelines for sensory evaluation of new product as to avoid unanticipated events.

e) Before sensory FRL acknowledges that before dispatching the product to client, FRL 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.

f) 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 FRL's control, specific to the demands of the product.

g) Despite being aware of the inherent risks associated with product shipment and handling, the client agrees to indemnify and hold FRL 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.

h) The client acknowledges that FRL takes utmost care in packaging and shipping the sample products, but FRL shall not be held responsible for any issues arising from factors beyond its control during transportation and storage.

i) 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.

j) FRL 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.

k) It is the client's responsibility to promptly notify FRL of any concerns or issues regarding the quality or safety of the sample product received.

l) FRL 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.

m) Any violations of the above conditions, the FRL does not liable for the unexpected adverse effect.

a) 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.

a) Number of Revisions:

1.Three (3) rounds of revisions will be carried out to ensure customer satisfaction as per the specifications agreed upon. 

2. 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.

3.Each round of revision allows for adjustments to the quality, taste, consistency, color, or packaging of the product.

4.The client shall provide clear and specific feedback regarding the desired adjustments or corrections.

b) Scope of Revisions:

1.Revisions are limited to modifications or refinements to the final product based on the agreed specifications and benchmark product.

2.Any additional requirements beyond the agreed specifications shall be treated as a new requirement or a new project, subject to additional costs as outlined in Scope #7.

c) Scientific Correction:

1.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.

2.The client must provide appropriate justification for the scientific correction required.

d) Closure of Revisions:

1.After the completion of the two additional rounds of revision, the revision process will be stalled.

2.The project will be considered closed, and no further revisions will be entertained unless treated as a new requirement or new project.

e) Additional Requirements:

i. Any additional requirements beyond the agreed specifications and benchmark product, including new features or functionalities, shall be considered as separate requirements.

ii. Such additional requirements will be treated as a new project and subject to additional costs as outlined in Scope #7.

f) Cost for New Requirements: 

i. New requirements identified during the revision process or after project closure shall be treated as a separate project and will incur additional costs.

ii. The costs for new requirements will be determined based on the complexity, resources required, and project scope.

a) Project timelines will be established based on initial estimates, taking into account the complexity and nature of the R&D work.

b) 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.

c) The parties acknowledge that the timelines may need to be adjusted due to unforeseen circumstances, including but not limited to unforeseen discoveries, obstacles, or changes in project requirements.

d) Any adjustments or revisions to the timelines shall be communicated promptly to all parties involved.

e) The parties will work collaboratively to evaluate and agree upon any changes to the timelines to ensure realistic and achievable project milestones.

f) 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.

a) The client acknowledges that the engagement of an expert from Foodresearchlab (FRL) is on a contract basis, and the expert's work is billed on an hourly basis for each project.

b) The hourly rate 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 FRL and the client.

c) 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.

d) In the event that the client is not satisfied with the performance or expertise of the assigned expert, the client may request a change of expert. However, the client agrees to settle the payment for the time already spent by the previous expert on the project, formulation, or research, as per the agreed hourly rate and work log.

e) Any request for a change of expert must be communicated to FRL in writing, clearly stating the reasons for the request. FRL will make reasonable efforts to accommodate the client's request, subject to the availability of alternative experts and the impact on the project timeline and deliverables.

f) 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 FRL cannot be held responsible for such outcomes.

g) 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.

h) 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.

a) Non-Assignment of Expert:

a. FRL assigns a project to expert within 8 hours of initiating sales invoice. In the event that no expert is assigned to a project, the client shall be entitled to a refund.
b. The refund amount shall be the full payment made by the client for the project.

b)Client-Requested Refund: 

a. In the event of a refund requested by the client for reasons other than non-assignment of an expert, the following conditions shall apply:

i. A deduction shall be made from the refund amount for the hours spent by the expert on the project up until the refund request.
ii. 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.

c) Refund Request Procedure: 

a. The client shall submit a written refund request specifying the reasons for the request.
b. The refund request shall be sent to the designated contact person or department responsible for managing project-related matters.
c. The request shall be accompanied by any relevant documentation or evidence to support the refund claim.

d.Refund Evaluation:

a. Upon receiving a refund request, the project management team shall review the request and assess its validity.
b. The decision to approve or deny the refund request shall be at the sole discretion of the project management team.
c. The project management team may request additional information or clarification from the client to aid in the evaluation process.

e) Refund Processing:

a. If the refund request is approved, the refund amount shall be processed within a reasonable timeframe.
b. The refund shall be issued using the same method of payment utilized for the initial payment, unless otherwise agreed upon by the parties.

f)Limitations

a. This refund policy applies only to the specific circumstances mentioned herein.
b. 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 expert's hourly payment.
c. No refunds shall be granted for services rendered, deliverables provided, or work performed/hours spent by the expert, except as explicitly stated in this refund policy.

g)Entire Agreement:

a. This refund policy constitutes the entire agreement between the parties with respect to refund requests and supersedes any prior agreements or understandings, whether written or verbal, relating to the same.

a) Payment Terms:

(i) The client agrees to pay the agreed-upon fees for the project as per the payment schedule outlined in the project agreement.
(ii) All payments shall be made in the currency specified in the project agreement.
(iii) Any additional costs arising due to project scope changes or unforeseen circumstances will be discussed and agreed upon separately.
(iv) Additional Goods and Services Tax (GST), as per government norms, will be applicable to all payments.

b) Standard DAP Agreement:

(i) The seller is responsible for packaging, labelling, and freight.
(ii) The buyer is responsible for costs associated with unloading, customs clearance, duties, and taxes.

c) Invoice Clearance and Work Progress:

(i) Invoices shall be cleared within 5 working days of receipt.
(ii) Work shall progress to the next stages only upon receipt of payments.
(iii) FRL (Research and Development Organization) expressly acknowledges the right to withhold documents or not commence/continue work until outstanding payments have been received.

d) Expense Reimbursement:

(i) All expenses shall be pre-approved by the client before the formulation stage. Itemized bills shall be submitted at each interval.

(ii) The following expenses may be eligible for reimbursement:

1.Ingredients (local) or any special tests required for study purposes or any purchases necessary for the project.

2.Registration in Clinical Trial Registry (CTR).

3.Principal investigators' costs.

4.Incentives for participants participating in clinical trials.

5.Government and regulatory approval fees, if applicable.

6.Transfer certificate (TC) if required, billed separately as it is not included in the project scope.

e) Reimbursement Timeline:

(i) The client shall reimburse the expenses within 7 days of receipt of each statement.

(ii) Reimbursable expenses may include:

1. Raw material costs.
2. Equipment usage costs.
3. Identification of vendor/supplier (raw materials) for lab scale, large scale, testing, and trial vendors.
4. Packaging, artwork, labeling, designing, nutritional, physicochemical, microbiological, raw material metal/quality testing, consumer tasting, artwork, designing, techno-feasibility study (large scale), pilot R&D, and shelf-life study/testing.
5. Travel and commuting costs (e.g., airfare, transit, taxi) for trips inside or outside the city.
6. Costs of transport, food, accommodation, taxes, phone & internet charges in the event of a need to stay.
7. Any periodic visits by the client shall be fully borne by the client.
8. Government taxes, service taxes, GST, duties, fees, and levies or other impositions levied during the life of this contracts are excluded and are to be borne by the client as applicable.

The content, materials, and information provided on the Foodresearchlab 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 Foodresearchlab.

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.

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.

The client agrees to maintain a professional and respectful demeanor when communicating with the project team. Harsh language, shouting, or disrespectful behaviour 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.

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.

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.

 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.

The project team 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. FRL 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.

These terms and conditions shall be governed by and construed in accordance with the laws of Chennai, Tamil Nadu and any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts in Chennai, Tamil Nadu.

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.