Terms and conditions

Article 1. Application and interpretation

These general terms and conditions of sale exclusively govern the relationship between Yelido and its customers and form an integral part of the contract concluded between Yelido and its customer, who has accepted them. Only specific conditions clearly identified in the contract, purchase order, other contract, and agreed in writing between the parties may derogate from them.

Unless otherwise stipulated in writing by Yelido, within the meaning of these general terms and conditions:

1. the term ‘customer’ also refers to any prospect, purchaser, licensee, distributor or dealer;
2. the term ‘contract’ refers to any offer, quotation, purchase order, licence agreement, distribution agreement, support agreement or any other contract between the parties;
3. the term ‘software’ refers to any programme, platform, formula, module, system or application developed and/or marketed by Yelido.

Article 2. Offer, order and confirmation

Unless otherwise specified in writing by Yelido, quotations and offers issued by Yelido are valid for a maximum of 30 days from the date of issue by Yelido.

These, as well as orders or requests made by the customer, either verbally or in writing, shall only be binding on Yelido after confirmation by Yelido of acceptance of the order, and only from the date of such confirmation.

Article 3. Software and Services and development

The software developed by Yelido remains the sole property of Yelido (unless otherwise specified in the contract) and may not, under any circumstances, be modified or duplicated by the customer or used for any purpose other than the specific application for which it is intended.

Yelido undertakes to make every effort to provide efficient services in a timely manner. However, Yelido’s obligations are only obligations of means and not of results. Yelido may not, under any circumstances, be held liable by the customer in the context of claims for damages made by the end consumer against the customer.

Article 4. Lead times and extension of deadlines

The lead times announced by Yelido in its offers and purchase orders are calculated taking into account normal circumstances of execution. Unless otherwise stipulated in writing and expressly accepted by Yelido, these shall commence upon confirmation of the order by Yelido.

Yelido shall not be held liable if the delay is caused by external circumstances beyond its control and over which it has no direct influence.

In this case, the customer may not refuse the service and development, nor demand compensation or the termination of the contract due to a delay in delivery. Any modification to the initial order requested by the customer may result in an additional charge and an extension of the delivery time.

Article 5. Compliance and Warranty

Yelido undertakes to develop the applications/software within the limits of technical feasibility and in compliance with European Union norms and standards and the precise specifications set out in the contract or agreed upon subsequently in writing by the parties. However, Yelido reserves the right to modify certain characteristics of the applications/software provided that the important specifications are not compromised. As soon as the software is put into production, the customer must test it and raise, in writing, any apparent defects and non-conformities in the software, i.e. any defects that the customer detects or is able to detect through careful and thorough inspection. After a period of eight days, apparent defects and non-conformities shall be deemed to have been accepted by the customer. Under no circumstances may the customer refuse to accept the software for minor or trivial reasons.

Yelido may not, under any circumstances, be held liable by the customer in the context of claims for damages made by the end consumer against the customer.

Article 6. Prices and payment terms

Yelido invoices its services according to an hourly rate or any other method agreed between the parties and set out in a quotation issued by Yelido to the client. Invoices are issued by Yelido either before the start of its services (in the form of a deposit), during the course of its services (in the form of a progress report), or monthly (in the form of a monthly statement of services performed during the month in question).

Yelido’s invoices are payable within 30 days of the invoice date. In the absence of a written complaint or dispute within 8 days of the invoice date, the invoice is deemed to have been accepted by the client.

In the absence of payment by the due date, the invoice shall be increased, automatically and without formal notice, by interest at a rate of 12% per annum and a fixed compensation of 10% of the invoice amount, with a minimum of EUR 60.00.

In the event of non-payment of an invoice by the due date, Yelido reserves the right to immediately suspend, without prior notice, any further performance of services still to be provided, regardless of its right to consider the contract terminated and to claim damages.

Article 7. Limitation of liability

Under no circumstances shall Yelido be held liable for any indirect damages, i.e. those that do not result directly and exclusively from a serious failure in the service provided by Yelido, such as commercial damage, loss of orders, damage to brand image, any commercial disruption, loss of profits or customers, increased overheads, disruption to planning, loss of expected savings, or for any claims made by a third party against the customer, for which the customer shall be their own insurer and shall take out appropriate insurance.

Yelido’s liability to a professional customer shall be limited to direct damage caused by its gross negligence or wilful misconduct.

The amount of damages for which Yelido may be liable shall not exceed 10% of the contract amount.

Article 8. Force majeure

In the event of a force majeure event that prevents the parties from fulfilling their obligations in whole or in part, those obligations shall be suspended. If the impossibility of performing their obligations persists for more than six months, the parties may terminate the contract without incurring any costs or compensation. Force majeure events include, but are not limited to, strikes, civil war, pandemics, natural disasters or any other event beyond their control that prevents them from fulfilling their obligations.

Article 9. Confidentiality

All documents, manuals, software, concepts and other information, without limitation, provided or shown to the customer or developed by anyone within the framework of the contract are considered strictly confidential and constitute the entire and exclusive property of Yelido. Unless such information is already known to the general public in strict compliance with the law, the customer may not, in any way, even indefinitely after the complete performance or termination of the contract, directly or indirectly,

1. disclose or communicate it to third parties,
2. use it for itself or for a third party, other than for the strict performance of the contract,
3. or develop, sell or deliver hardware, software or other services identical or similar to those sold or marketed by Yelido.

Yelido also undertakes not to disclose information concerning production, organisational, working and other methods that it may have obtained from the customer in the course of performing the contract. It undertakes to impose this obligation of secrecy on its employees. This obligation of secrecy on the part of Yelido shall remain in force even after the end of the contract.

Article 10. GDPR application

The data controller for Yelido is David WERY.

The data controller implements security measures for the premises and information systems to prevent files from being distorted, damaged or accessed by unauthorised third parties.

He also takes all necessary measures to ensure the protection of personal data from the design stage of the product or service. The amount of data processed is strictly limited to what Yelido needs to carry out its mission properly, and this minimisation can be demonstrated at any time.

Access to data is restricted to designated persons or third parties who have special, one-off authorisation (tax authorities, etc.).

A reasonable period of time for the storage of personal information is guaranteed by the data controller. This information will only be stored for the purposes of carrying out Yelido’s mission.

The customer has the right to request access to, rectification, questioning or opposition to any personal data held by Yelido.

Article 11. Poaching of staff

The client undertakes not to solicit or attempt to solicit any employee or subcontractor of Yelido to leave their job or work in order to be hired directly by the client or by another company with which the client has a direct or indirect link, during the term of this contract and for a period of 24 months after its termination. In the event of non-compliance with this clause, the client shall automatically pay Yelido a lump sum compensation equivalent to two (2) years’ salary (gross, including employer contributions) or fees of the poached person, without prejudice to any other compensation for actual damage suffered by Yelido.

Article 12. Client and Yelido references

Unless otherwise stipulated in writing, Yelido is authorised, on the one hand, to cite the client’s name as a reference on any medium whatsoever (brochure, website, stand, poster, etc.), as well as general and public information about the services provided by Yelido for the client, and, on the other hand, to mention Yelido’s contact details and establish a direct hyperlink to the Yelido website. etc.), as well as general and public information about the services provided by Yelido to the customer, and, on the other hand, to mention Yelido’s contact details and establish a direct hyperlink to its website on each page of the website(s) or server(s) created by it for the customer.

Article 13. Termination of the contract

Yelido may suspend the performance of its contractual obligations and/or terminate the contract at any time and without
notice or compensation to the customer, as of right and without prior notice:

1. in the event of incapacity, bankruptcy, insolvency, receivership, seizure, cessation of payments, request for a moratorium, amicable or judicial composition, or any other event indicating financial difficulties on the part of the customer. In this case, Yelido may also block access to the use of the software developed by Yelido.
2. in the event of Yelido ceasing to carry out its professional activity or substantially modifying this activity.
3. in the event of a force majeure event lasting more than 6 months.

Yelido may also, without compensation to the customer, suspend the performance of its contractual obligations or terminate the contract and block access to the use of the software developed by Yelido, after formal notice has been given and no response has been received within 15 days in the event that the customer fails to fulfil its contractual obligations or if it transpires that it is not fulfilling or is at serious risk of not fulfilling one of its obligations, even before this obligation becomes due. In this case, any payment(s) made or due by the customer shall be definitively acquired by Yelido, without prejudice to any damages if the amount of the damage actually suffered by Yelido exceeds the amount of the payment(s) made or due.

In the event that the customer terminates the contract without serious and intentional fault on the part of Yelido, Yelido shall automatically be entitled to lump-sum compensation equivalent to 50% of the price of the services remaining to be performed by Yelido, without prejudice to any damages if the amount of the damage actually suffered by Yelido proves to be greater.

Article 14. Nullity of a clause

The invalidity or illegality of a clause shall not affect the validity of the other clauses of the contract or these general terms and conditions. In this case, the parties undertake to negotiate in good faith the conclusion of a new clause that would pursue the same objective or have effects as close as possible to those of the invalid clause, while respecting the law and restoring the contractual balance.

Article 15. Applicable law and competent jurisdiction

The contract and these general terms and conditions are governed exclusively by Belgian law. Any dispute between the parties shall be brought before the courts of the district of Liège.