General Conditions

(auto-translated from Dutch; as we are a Belgian company, the original dutch version prevails)

Article 1. Application of general terms and conditions

These general terms and conditions apply to all offers, quotations, order confirmations, invoices and agreements with Younify BV, with registered office at 3665 As, Schuttenbergstraat 5 and with company number: 0728.813.161, (hereinafter: “YOUDOO”, “”We” or "We"). By placing an order for goods and/or services or entering into an agreement with YOUDOO, the customer (hereinafter: the “Customer”) acknowledges knowing and accepting the terms and conditions of YOUDOO in full. If the customer does not understand these general terms and conditions, or a part thereof, the customer undertakes to request additional explanation from YOUDOO or to request a translation, failing which the customer cannot claim any ignorance.
The general terms and conditions exclude the application of any general terms and conditions of the Customer and always take precedence over the sales and/or purchase terms and conditions of the Customer, unless YOUDOO expressly agrees in writing to the general terms and conditions of the Customer. The Customer cannot in any way invoke a silence on the part of YOUDOO to demand acceptance of its own terms and conditions.
If the Customer and YOUDOO have made special agreements in the context of a quotation or a special agreement, then these special agreements take precedence over these general terms and conditions. The general ones then only have a supplementary effect.
We reserve the right to unilaterally change these terms and conditions.

Article 2. Orders and quotations

All offers and quotations from YOUDOO are without obligation until the moment of full and unconditional acceptance of the offer by the Customer. The agreement is concluded when the Customer signs the quotation unchanged and within the period of validity, as stated on the quotation, for approval and returns it to YOUDOO and YOUDOO accepts this signed quotation within a period of five (5) working days. In the absence of a signed quotation, the agreement with application of these general terms and conditions will be concluded after acceptance of YOUDOO's invoice by the Client.
Each order commits the Customer. The order or the agreement replaces all previously concluded and/or oral agreements with the same object.
Orders and quotations are strictly limited to their object, in the sense that they are based on information available at the time the order or quotation is drawn up. Incorrect, changed or new information or circumstances, even if established as a result of the execution of the work, may lead to suspension of the agreement and/or unilateral amendment of the conditions and/or the price, without prejudice to YOUDOO's possible right to to terminate the agreement. The conditions and/or the price can also be changed unilaterally as a result of an increase in the costs of YOUDOO, including but not limited to the prices of the suppliers or the prices of the ordered goods.
Additional agreements or changes made later (additional or less work) only bind YOUDOO if these have been confirmed in writing by YOUDOO without reservation.
offers and quotations from YOUDOO are drawn up on the basis of the information provided by the Customer. Offers and services only include services that are expressly stated therein. Additional performances or materials as a result of unforeseen circumstances (including missing, incorrect or misleading information) or any other reason that is not solely due to YOUDOO's behavior are not covered by these performances and will give rise to additional work.

Article 3. Cancellation of the order

The cancellation of an order is only possible insofar as YOUDOO has not yet started with the execution of the agreement (e.g. by ordering goods and / or services from third parties) and subject to payment of compensation of 30% of the agreed price, with a minimum of € 750.00 unless YOUDOO demonstrates a higher damage.
Any cancellation of an order by the Customer must be made by registered letter.
The Customer, when acting as a consumer when placing the order, within the meaning of the Belgian Code of Economic Law, benefits from the same conditions, if YOUDOO were to cancel the order.

Article 4. Execution of the agreement

YOUDOO undertakes to make all reasonable efforts to perform the Agreement in a careful manner. YOUDOO has a best efforts obligation. YOUDOO is always entitled, without prior permission from the Client, to call on third-party subcontractors to carry out (part of) the works.
Specified delivery and execution times are always indicative and do not bind YOUDOO. Delays in delivery and/or performance do not entitle the Customer to compensation or price reduction, nor to suspension of payment or dissolution of the agreement.
The Customer will do what is necessary to enable the execution of the agreement. The Customer is obliged to accept the ordered goods and/or services at the time of delivery. If the Customer refuses or fails to provide the necessary information or instructions to proceed with the delivery, the goods or results of the services will be stored at the expense and risk of the Customer.
Additional costs resulting from delays, which are not attributable to YOUDOO (e.g. the provision by the Customer of incorrect, incomplete, misleading or late information), will be charged in accordance with article 4.5 of these general terms and conditions and will lead to a shift of the agreed delivery times.
Additional work will only be carried out if this has been agreed in writing or digitally. Such additional work is carried out on a cost-plus basis at the agreed unit prices, as stated in the quotation. If unit prices have not yet been agreed, the work will be carried out at the hourly rate then applicable within YOUDOO (and as evidenced by recent invoices from around such date) regardless of who carries out these works on behalf of YOUDOO.

Article 5. Payment terms

All invoices are payable within a period of eight (8) calendar days, unless otherwise agreed in writing (e.g. by including an due date on the invoice). Each payment will be charged against the oldest due invoice and first against the interest and costs due.
The invoices are payable by bank transfer to YOUDOO's account number. Invoices for recurring services are payable by direct debit.
Additional works within the meaning of Article 2.4 are also subject to YOUDOO's general terms and conditions.
Any delay in payment by the Customer makes all amounts due immediately due and payable and causes any payment modality and/or permitted discount to lapse.
If the Customer fails to pay the invoice on the due date, the Customer will owe YOUDOO a default interest at an interest rate of 10% by operation of law and without prior notice of default, as well as a fixed compensation of 10% of the invoice amount with a minimum from € 250.00 from the due date until full payment. The Customer cannot apply set-off.
If the funds cannot be collected by direct debit, the Customer will be contacted after two attempts to do so. If necessary, the Customer will owe an administration fee of € 12.50.
In the absence of payment on the due date of the invoice, YOUDOO has the right to suspend its activities and render the services rendered inaccessible until the Customer meets its payment obligations. YOUDOO also reserves the right to declare the agreement dissolved for the products or services that have not yet been delivered due to non-payment by the Customer. If necessary, YOUDOO has the right to claim goods delivered from the Customer against the presentation of a credit note for the residual value of the goods.
From two late payments YOUDOO reserves the right to demand advance payments before carrying out the work.

Article 6. Complaints – protest against the invoice

Any protest must be sent by registered letter to YOUDOO to be delivered within a period of eight calendar days with a detailed description of the complaint and with a statement of the invoice with whichthe relevant services or goods have been invoiced. In the absence of timely protest, the services are deemed to have been definitively accepted and payment is due.
Visible defects or non-conforming deliveries must be notified to YOUDOO by registered letter, and no later than eight calendar days after delivery and/or execution.
Hidden defects may give rise to liability if the defect manifests itself within three months after delivery and/or performance. Under penalty of forfeiture, hidden defects must be reported to YOUDOO by reasoned registered letter within a period of eight calendar days following the discovery of the hidden defect by the Customer or following the moment when the Customer should have discovered the hidden defect, and in in any case not later than three months after the date of delivery of the services/goods. The Customer must, in its registered letter, give YOUDOO a reasonable term of at least thirty days to repair the undisputed defects insofar as possible. Only after the expiry of this period can any liability be withheld. Failure to comply with this provision will result in the forfeiture of liability.
Claims for indemnity due to hidden defects within the meaning of Article 6.3 must be filed within a short period of time and always within a period of three months after the defect has been established. Any intervention, intervention or change made after the discovery of the defect by the Customer, but before its contradictory determination with YOUDOO, entails an lapse of recourse against YOUDOO by operation of law.
In any case, the Customer must deliver the delivery, in the case of an order for goods, undamaged in the original packaging for examination by YOUDOO. If it turns out that the complaint is unfounded, the costs associated with the investigation, etc. will be borne by the Customer.

Article 7. Liability

YOUDOO is not liable for errors in the execution due to incomplete, misleading or incorrect information provided by the Customer or as a result of unauthorized interventions by third parties.
YOUDOO cannot be held liable for any error (even a gross error) on the part of it or its employees, except in the case of fraud, intent or fraud. YOUDOO, whatever the cause, form or object of the claim invoking liability, can in no case be held liable for any indirect and/or consequential damage such as, for example, loss of expected profit, decrease in turnover, increased operational costs, loss of clientele, loss of data, delay or interruption of activities, which the Client or third parties would suffer as a result of any error or negligence on the part of YOUDOO or an employee.
YOUDOO's liability with respect to services provided to the Customer is in any event limited to either the refund of the price paid by the Customer or the re-performance or modification (at YOUDOO's discretion) of the services/the replacement of the delivered goods, at the option of YOUDOO. YOUDOO's total liability will never exceed the price paid by the customer to YOUDOO for the services that gave rise to the claim, nor can it exceed the insured amounts in accordance with YOUDOO's professional liability policy.
With regard to the services provided by third party suppliers, YOUDOO does not accept any liability above or other than the liability that the third party suppliers are willing to accept for their products or services.
Insofar as applicable, YOUDOO is not liable for any accidents resulting from entering places where the deliveries are to take place.

Article 8. Retention of title

The materials or works delivered or realized in the context of the implementation of the agreement remain the property of YOUDOO until the purchase price (principal sum, costs and interest) in the case of a purchase-sale has been fully settled by the Customer. The Customer is not entitled to give the goods or works for safekeeping, to change them, to dispose of them or to encumber them with personal or real rights for the benefit of third parties, or to otherwise dispose of them before the purchase price has been paid in full.
The Customer bears the risk of the delivery from the delivery of the goods and / or the works.
YOUDOO also reserves the right to register the materials, which are delivered in the context of the implementation of the Agreement, in the National Pledge Register insofar as the purchase price has not been paid in full by the Customer.
Before full payment of the purchase price (principal sum, costs and interest), the Customer is not permitted to change, mutilate or remove the serial numbers, marks, type designations affixed to the delivered goods, under penalty of compensation of 100% of the purchase price with a minimum of € 500.00.

Article 9. Force majeure

YOUDOO is not obliged to fulfill any obligation if it is prevented from doing so as a result of Force Majeure. “Force majeure” includes, among other things, electricity failure, internet failure, data law or telecommunications facilities, supplier bankruptcy, imposed government measures, pandemic, significant price increases or other unexpected events beyond YOUDOO's reasonable control, without YOUDOO being obliged to account for the influence thereof. to show.
In the event of Force Majeure, YOUDOO is, for the duration of the nuisance and for its scope, released from its obligations, without any right to any price reduction or compensation for the Customer.
Cases of force majeure entitle YOUDOO to terminate the agreement in whole or in part without YOUDOO being obliged to pay any compensation.

Article 10. Processing of personal data

YOUDOO and the Customer generally undertake to comply with the applicable provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of those data and repealing Directive 95/46/EC.
Insofar as necessary, YOUDOO and the Customer will conclude a processing agreement.

Article 11. Nullity

11.1 If one of the articles of these general terms and conditions proves to be invalid, the Parties agree to replace this provision with a valid provision that corresponds as closely as possible to the intention and scope of the invalid provision. This replacement provision will then apply.

Article 12. Transferability

YOUDOO has the right at all times to transfer the agreement in whole or in part to third parties without the prior consent of the Customer.
The Customer cannot transfer the agreement in whole or in part without the prior written consent of YOUDOO. YOUDOO does not have to justify its refusal.

Article 13. Applicable law and competent court

13.1 Belgian law applies to the agreements concluded by YOUDOO, with the express exclusion of the Vienna Sales Convention. Any dispute regarding the conclusion, validity, performance and/or termination of this agreement or the general terms and conditions will be settled by the competent court for the jurisdiction where YOUDOO has its registered office.

Article 14. Installation or use of the services / products

YOUDOO will install the ordered hardware and/or software (or have it installed) in the agreed processing unit in accordance with the signed offer and only if this is provided for. The date of delivery is only given as an indication and does not bind YOUDOO.
The Customer will provide YOUDOO with all necessary information and content in a timely manner. At the latest two weeks before the agreed delivery times, the Customer must pass on all comments to YOUDOO. YOUDOO will not take into account comments submitted after this period has expired.
If the installation could not take place on time due to the fault of the Customer, the Customer will make payment as if the installation had taken place on time, without prejudice to YOUDOO's obligation to carry out the installation at another time.
In order to carry out the installation in good order, the Customer will make the following available free of charge at YOUDOO's request:
1. Specifications, documentation, access codes and manuals of equipment, websites and software, with which the system to be delivered must be connected;
2. User facilities on computer systems, websites and telecommunication facilities with sufficient capacity;
3. Support by informed and expert personnel;
4. All necessary information.
The Customer shall ensure in a timely manner that the environment in which the order must be delivered, installed and tested is suitable for this. If the environment is not suitable due to any (technical) impediment, the Customer will ensure at its own expense that the impediment is remedied without delay and YOUDOO can fulfill the order.
Additional costs that are not attributable to YOUDOO, such as if the Customer fails to provide information (in time) or if the Customer places additional orders, will be charged in accordance with article 4.5 of the general terms and conditions.
Installation costs or other costs relating to the delivery and commissioning of the order are not included in the price, unless expressly agreed in writing.
YOUDOO counts on transparent and open communication. YOUDOO expects the Customer to communicate in due time if certain changes are to be made.
The Customer must inform YOUDOO of any problems and adjustments, etc. to the order. The Customer is not entitled to appeal to a third party for any solution or adjustment without the prior written consent of YOUDOO under penalty of compensation of € 1,500.00 per case and per day continued after determination. In addition, any warranty will lapse if the Customer appoints a third party without prior permission from YOUDOO.

Article 15. Performance of other services

Other services such as consultancy, workshops, training courses, etc. will always be provided by appointment. All appointments, whether physical or digital, are charged at the rate agreed in the quotation.
If the Client is more than 15 minutes late, the appointment will be canceled and charged at the agreed rate.
The Customer has the right to cancel or change an appointment free of charge no later than 4 weeks in advance. In case of late cancellation or modification, YOUDOO reserves the right to charge the following costs:
1. 2 – 4 weeks before the appointment: 50% of the agreed price;
2. 1 – 2 weeks before the appointment: 75% of the agreed price;
3. Less than 1 week before the appointment: 100% of the agreed price.
It is not permitted to make audio or video recordings of the agreements, unless expressly agreed in writing.

Article 16. Rates

The rates agreed in the quotation are applied between office hours (09:00 – 17:00) on working days.
At the request of the Customer, its request can be treated with urgency outside office hours at the agreed rates increased with a multiplication factor.
The hours worked are charged from the moment that (an employee of) YOUDOO leaves the location.

Article 17. Service level

YOUDOO's services may be subject to a support and maintenance agreement. YOUDOO and the Customer will conclude a separate agreement for this if they so wish.

Article 18. Liability

For the sake of clarity and purely by way of example, YOUDOO is in no way liable for direct or indirect damage:
1. Caused by erroneous, inaccurate or unrealistic information provided by the Customer;
2. Caused by interventions by the Customer or third parties, which were not approved by YOUDOO;
3. Caused by misuse;
YOUDOO also does not accept any liability for the security (anti-malware, anti-spyware, antivirus, anti-ransomware) or the uptime of the services or products it provides. The Customer acknowledges that a risk-based information security policy is essential in order to guarantee the correct functioning of the services / products.
YOUDOO does not in any way guarantee permanent error-free operation of a programmed application. YOUDOO cannot be held liable for any damage resulting from any incorrect or interrupted operation of a programmed application. This is without prejudice to special provisions which are agreed in a service level agreement.

Article 19. Intellectual Property Rights

Intellectual property rights, for the purposes of these terms and conditions, means rights in, relating to or caused by: (i) trademark protection in any territory and/or nice classification, or the registration of any domain, regardless of its suffix, containing a trademark; (ii) any patent, national or international or any application (including a patent application) thereto and any and all re-applications, divisions, continuations, renewals, extensions and continuations in part of such patent, (iii) inventions, discoveries (whether or not they qualify coming for patent protection), disclosures of inventions, improvements, trade secrets, proprietary information, know-how, technology, financial and technical data; (iv) copyrights, copyright registrations, registrations and applications therefor in any country, and all corresponding rights thereto in the world, (v) any other proprietary rights in or relating to the Confidential Information, including in any event the rights granted under the Belgian Act of 30 July 2018 on the protection of trade secrets (hereinafter: “Intellectual Rights”).
YOUDOO retains all Intellectual Rights with regard to the works developed by it for the Client or the products developed by YOUDOO. YOUDOO grants the Customer a non-exclusive, non-transferable license of use in accordance with its offer.
The Customer will refrain from any action that could damage the Intellectual Rights of YOUDOO or third parties. More specifically, the Customer shall refrain from copying, modifying, adapting, changing, translating, reproducing or reverse engineering the aforementioned works or from using any trademark/trade name/brand name of YOUDOO, without express written approval. to that end. YOUDOO is in no way liable for claims from third parties with regard to infringement of any intellectual property of third parties. The Client is itself liable for any infringement of intellectual rights of third parties due to content publicly distributed or reproduced by the Client itself, whether or not through the works created by YOUDOO.
The Customer guarantees that it is the sole and rightful owner of the content to be provided, or that the use of this content in accordance with the agreement with YOUDOO does not violate the rights of third parties. To the extent necessary, the Customer shall, upon first request, indemnify YOUDOO against any and all claims based directly or indirectly on any breach of the aforementioned warranty.
In the event of a violation of the obligations referred to in this article, the Customer will be legally and without prior notice of default obliged to pay compensation equal to € 10,000.00, increased by € 500.00 per day that the violation continues, without prejudice to the right on the part of YOUDOO to claim higher compensation, provided that it proves its actual damage.
Transfer of Intellectual Rights can only be done expressly and in writing. Such transfer will always be interpreted restrictively.
YOUDOO reserves the right to exploit the works created by it in the context of any agreement with the Client, including but not limited to reproducing, communicating to the public, distributing and/or publishing in the context of its commercial and promotional purposes.

Article 20. Non-recruitment

During the duration of the agreement with YOUDOO, as well as 1 year after the end of the agreement, the Customer will:
1. not induce or attempt to induce an employee/self-employed worker/subcontractor of YOUDOO to terminate the YOUDOO relationship;
2. not hire (or use in any other way as self-employed or in any other capacity) an employee/self-employed worker/subcontractor of YOUDOO.
In the event of a violation of the obligations referred to in this article, the Client will be legally and without prior notice of default obliged to pay compensation equal to 24 months of the gross salary / compensation of the hired employee / self-employed worker / subcontractor, without prejudice to the YOUDOO has the right to claim higher compensation, provided that it proves its real damage.

Article 21. Suspension

YOUDOO is always entitled to suspend its obligations under this agreement immediately without prior notice of default if the Customer commits a breach of the concluded agreement and this breach is not rectified within a period of eight (8) working days.
Where appropriate, YOUDOO is permitted to deny access to the services / products provided without prior notification to the Customer.

Article 22. Duration and termination of the agreement

The agreement takes effect on the date of signing of the offer in accordance with article 2.1 of these general terms and conditions and will have a fixed term of 1 year, unless other agreements have been made.
The duration of an agreement is (each time) automatically extended by a period of 1 year at the end of the aforementioned period, unless the Customer or YOUDOO notifies the other party by registered letter 3 months before the end of the current period that it does not wish to extend it.
The Customer can unilaterally terminate the agreement prematurely by means of a registered letter addressed to YOUDOO, subject to payment of all services provided by YOUDOO, as well as the costs that YOUDOO has to incur as a result of this termination, plus a fixed compensation of 50% of the amount. that YOUDOO could still have invoiced to the Customer, with a minimum of € 2,500, if the agreement had been fully executed. Any advance paid will in any case remain acquired for YOUDOO. In addition, YOUDOO reserves the right to claim a higher compensation if it proves that its actual damage is greater than the fixed damage as determined above.
The termination of an agreement means that all data located on devices managed by YOUDOO will be deleted without further notice. This removal can in no way give rise to liability on the part of YOUDOO.
YOUDOO has the right to terminate an agreement with immediate effect and without any compensation, without prior notice, if the Customer becomes involved in proceedings for dissolution, bankruptcy or liquidation or if the Customer becomes insolvent or renounces all or an important part of its assets.

Article 23. Confidentiality

The Customer is prohibited from disclosing to third parties any information it has obtained from YOUDOO and of which it has been informed that this information is confidential or at least that the Customer could reasonably suspect, including in any case information included in computer software.

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