Terms and Conditions

1. CONTACT DATA

YUFO BENELUX BV, with registered office at Galileilaan 11, 2845 Niel (Belgium) and registered in
de KBO under the number 0804.410.706
Tel: +32 477 377 604
E-mail: info@yufo.be
Website: www.yufo.be
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2. DEFINITIONS

• Terms and Conditions: Current Terms and Conditions.
• Service(s): The service(s) provided to the Customer by the
  Contractor as stipulated in the offer,
  quotation and/or remote or non-remote agreement drawn up between the Parties.
• Calendar Day: A day, including Saturday, Sunday and/or a public holiday in Belgium.
• Client: The consumer or legal entity that wishes to avail itself of the services of the Contractor and instructs it to do so.
• Contractor: YUFO BENELUX BV, with its registered office at Galileilaan 11, 2845 Niel (Belgium) and registered with the CBE under the number 0804.410.706.
• Agreement: the agreement as concluded between the Parties in the context of the Services as provided by the Contractor, to which these General Terms and Conditions apply.
• Party(ies): Customer and/or the Contractor.

The Agreement as concluded between the Parties concerns an Agreement
of fixed duration of 1 year, which is tacitly renewed each time,
unless one of the Parties objects at least three months
before the end of the current year, and this by registered letter
to the other Party.
In accordance with Article I.91 WER, after the first tacit
renewal, the consumer has the right to terminate the Agreement, at any time and without
compensation, subject to a notice period of
two months. This two-month notice will only apply to
Agreements in a B2C relationship and expressly not in a B2B relationship.

3. GENERAL

• These General Terms and Conditions apply to all offers made by the Contractor and/or Agreements concluded by the Contractor with its Customer(s). These General Terms and Conditions replace any previous general terms and conditions of the Contractor. In any event, these General Terms and Conditions take precedence over any terms and conditions of the Client and/or any third party, even if the Contractor has not expressly protested them.
• Every order, acceptance and/or signing of an offer, acceptance and/or signing of an Agreement or having a service performed by the Contractor implies the (explicit) acceptance of the General Terms and Conditions by the Customer who declares to have taken cognizance of them in a language understandable to him or her. 
• Deviations from these General Terms and Conditions can only be made with the specific and written approval of the Contractor, as well as adjustments must be paraphrased by a representative of the Contractor mandated for this purpose. In case of conflict between the General Terms and Conditions and the negotiated terms, the latter shall prevail.
• In the event of any contradiction between current General Terms and Conditions and the provisions contained in the quotation and/or Agreement as issued by the Contractor/concluded between the Parties, then - unless expressly provided otherwise - the specific provisions contained in the quotation and/or Agreement shall prevail over current General Terms and Conditions.
• The Contractor reserves the right to modify and/or supplement the Terms and Conditions at any time for future orders.

4. Tenders and agreements

• Unless otherwise stated on the quotation, the period of validity of a quotation issued by the Contractor is 30 Calendar Days. 
• Any quotation and/or written agreement signed by a duly authorized representative of the Contractor shall be binding on the Contractor only:
  - either after signature by the Client, and confirmation of this acceptance by the Contractor;
  - either after written confirmation of the quotation by the Client, and confirmation of this acceptance by the Contractor;
  - either after the Contractor has actually carried out the transmitted quotation.
• As long as no acceptance by the Customer and/or confirmation of acceptance of the quotation has taken place, the Contractor reserves the right to revoke the issued quotation. 
• Any oral agreement made by an authorized representative of the Contractor shall be binding only insofar as it has been confirmed in writing. 
• No modification of an existing Agreement will be possible unless expressly agreed upon by mutual consent and in writing between the parties. 
• The Contractor undertakes only what is expressly stated in an accepted (and confirmed) quotation/Agreement. Additional orders, services and/or work shall only be performed upon express request of the Client and express confirmation by the Contractor. 
• The Agreement concluded between the Contractor and the Customer is not transferable, unless a prior, express and written consent of the parties. 
• Insofar as quotations/Agreements are made on the basis of information, specifications or guidelines provided by the Customer (or its advisors), the Customer guarantees the completeness and accuracy of the information communicated, without any obligation for the Contractor to check the relevant information.

5. Duration, commencement of services, termination of the Agreement.

• Unless expressly agreed otherwise in writing, the Agreement is concluded for one year from the moment of confirmation of acceptance by the Contractor (as stipulated in Article 4.2), and in the absence of such confirmation at the moment when the first actual execution was given to the tender/agreement transmitted. 
• The Agreement is tacitly renewed annually, unless one of the Parties objects at least three months before the expiration of the current year by registered letter, or by e-mail to the e-mail address provided in Article 12.1.
• In accordance with Article I.91 WER, after the first tacit renewal of the Agreement, the consumer may terminate the Agreement at any time without compensation, subject to two months' notice. 
• Each Party is entitled to terminate this Agreement by registered letter with immediate effect, without any notice period, notice of default and/or judicial authorization and subject to all rights in the following cases:
  - bankruptcy and/or apparent insolvency of the other Party;
  - dissolution of the other Party (other than on the occasion of a merger or demerger);
  - definitive cessation of activities by one of the Parties;
  - gross negligence on the part of the other Party with respect to its obligations under this Agreement which has not been fully rectified within a period of fifteen days after having been notified by registered letter;
  - deceit or fraud by the other Party;
  - a case of force majeure that lasts for more than three months and if the Parties have not been able to find an equitable solution;
  - the other Party breaches its obligations concerning confidentiality as stipulated in Article 10 of the Agreement.
• Upon termination of the Agreement, all amounts due to the Contractor under this Agreement shall become due and payable. The Customer shall promptly make payment of the outstanding amounts. 

6. Planning and Implementation Service(s).

• The Services will be performed at times mutually agreed upon and determined with the Customer. 
• The Customer guarantees access to the premises and undertakes, as required by the Contractor's staff, not to shut off the air conditioning or heating system.
• The Customer guarantees that the Service(s) can be performed and basic utilities (water/electricity/heating) are available. 
• The planning of the Service(s) is always given for indicative purposes and a possible exceeding of the deadline can only give rise to compensation if this was expressly provided for in writing in the offer/agreement.
• The Contractor bears no liability if the premises are not freely accessible to its personnel. Any useless movements as a result will be charged to the Client.
• The Customer undertakes to provide the Contractor with all necessary information to enable the Contractor to perform the Services. Any information/supplies/services, not known in advance by the Contractor and/or not (correctly) reported by the Customer, but necessary to be able to perform the (further) Services, are not part of the existing Agreement, and will - unless otherwise agreed between the Parties - be charged to the Customer.
• The performance of the Services/ Agreement requires the cooperation of the Customer. The Customer undertakes to provide the necessary cooperation. The Customer shall, during the term of the Agreement, enable the Contractor to fulfill its obligations under the Agreement/Agreement.
• The Service(s) provided by the Contractor is/are always obligations of effort.
• The Contractor reserves the right to have the work (or part of it) performed by third parties (e.g., interim employees).

7. Prices and payment methods

• Except where otherwise expressly agreed in writing between the Parties, the Contractor shall invoice the Client annually - at the start of the new year - for the services ordered by the Client to the Client in accordance with the Agreement/Quote entered into between them. Any additional costs, such as, for example, without being limited to this, additional Service(s) requested, for example, during the course of the current year, will be invoiced by the Client at the time of the request for the additional service, unless expressly agreed otherwise between the Parties.
• The prices shall cover, among other things, without being limited to this, wages, social charges, coordination and general costs, at the rates in force on the day of the quotation unless otherwise agreed with the Client. If any of these elements are changed, without being limited to this, the Contractor shall notify the Client of this increase in writing. In the absence of a written protest delivered by registered letter within 5 days of sending this notification to the Contractor, the Customer shall be deemed to have agreed to this price change. 
• Prices are always in euros and exclusive of VAT.
• Unless otherwise specified on the invoices or in the agreement(s), Contractor's invoices shall be payable in cash at Contractor's registered office. 
• Without prejudice to the application in Article 6, the non-payment of invoices on the due date (which is not rectified within 5 (five) Calendar Days after a written reminder) allows the Contractor to terminate the agreement(s) with the Customer without prior judicial authorization and without prejudice to the points listed below. 
• Lack of payment of invoices on the due date destroys any credit period allowed by special terms, and makes all the Contractor's invoices immediately due and payable and shall:
  - owe liquidated damages of 10%, with a minimum of EUR 175 per late paid invoice, without prejudice to the Contractor's right to claim higher damages provided proof of higher actual damages suffered, and
  - by operation of law and without prior notice of default, each unpaid invoice from its due date, be increased by an interest on arrears equal to the interest rate provided for in the Law of August 2, 2002 on combating late payment in commercial transactions.
• Article 8.6 above does not apply if the Customer is a consumer. In the event of non-payment of the invoice on the due date, late-payment interest and a lump-sum indemnity shall be charged from the day after a first notice of default is sent, provided that the Customer has not complied with this notice of default for at least 14 Calendar Days after the day of sending. The late payment interest is calculated at the reference interest rate plus eight percentage points referred to in Article 5, second paragraph, of the Law of August 2, 2002 on combating late payment in commercial transactions. The flat-rate compensation that will be payable by the Customer in this case is determined as follows:
  - EUR 20 if the balance due is less than or equal to EUR 150;
  - EUR 30 plus 10% of the amount due on the tranche between EUR 150.01 and EUR 500 if the balance due is between EUR 150.01 and EUR 500;
  - EUR 65 plus 5% of the amount due on the tranche above EUR 500 up to a maximum of EUR 2000.
• Any non-payment of an invoice on the due date shall entail the exigibility of the invoices still outstanding at that time at the expense of the same Customer.
• The Customer must submit the dispute regarding the preparation and calculation of the invoices to the Contractor by registered letter within eight Calendar Days of the issuance of the invoice. 
• If the Client-Consumer were to terminate the Agreement as of the first tacit renewal, in accordance with Article 5.3 of these General Terms and Conditions, the Contractor shall, upon the first request thereto by the Client-Consumer, proceed to the pro rata repayment of the monies already paid by the Client-Consumer for the period during which the Services will no longer be provided, in accordance with the termination by the Client-Consumer.

 8. Complaints, Warranty and Liability.

• Each Party represents and warrants to the other Party that:
  - It has full power and authority to enter into the Agreement between the Parties;
  - The performance of the Agreement and the performance of its obligations under the Agreement will not conflict with any other agreement and/or obligation to which it is a party;
  - The Agreement constitutes a legal, valid and binding obligation.
• The Customer must communicate his complaints to the Contractor by registered letter and this, among other things, (a) in the case of a complaint due to visible defects or non-conformity of the works, within 48 hours after the execution and (b) in the case of hidden defects, within 3 Calendar Days after the discovery of this defect or after the Customer could reasonably have discovered this defect.
• If a claim is established, the Client must notify the Contractor in writing by registered letter addressed to the registered office of the Contractor within three days of the establishment of the facts, with a description of the damage and the estimated costs for repair, all under penalty of inadmissibility.
• The Contractor shall not be liable under the Agreement for indirect damages suffered by the Customer, nor for any consequential damages. 
• Any liability of the Contractor shall only be at issue, in case of gross misconduct and/or willful misconduct, attributable to the Contractor, by its personnel or (external) employees.
• Notwithstanding any other provision in these General Terms and Conditions, the total liability of the Contractor shall in any case be limited to the amount excluding VAT invoiced by the Contractor to the Client for its services, during the calendar year in which the claim giving rise to this liability occurs.
• The Contractor can never be held liable for:
  - the loss of tokens or keys, badges or other means of access to the Client's premises;
  - direct damage, loss of production, loss of profits, loss of clientele, damage to third parties.
• In case of theft or unlawful disappearance of the equipment or products, property of the Contractor, the damage suffered by the Contractor as a result will be recoverable from the Customer.

9. Processing personal data

The Contractor collects the following personal data from the Client in order to execute the agreement with it: name, email address, address, phone number of the Client's personnel. The personal data collected may be shared with suppliers used by the Contractor ( sales, invoicing, accounting, general processing of documents). The personal data are never sold or passed on to third parties for commercial purposes. The personal data will be kept as long as necessary for the execution of the agreement with the Client and for 7 years after the termination of the agreement. The staff members of the Customer whose personal data are processed have the right to request from the Contractor the inspection, rectification or erasure of the personal data or, in certain cases, the restriction of the processing on them, as well as the right to object to the processing and the right to data portability (the latter only for data provided by the Customer's own staff). 

 10. Force Majeure

In case of force majeure (such as for example but not limited to natural disaster, fire, mobilization, embargo, ban on foreign exchange transfers, lack of transport means, general supply problem, war, pandemics, epidemics, accidents, strike, machine breakdown, telecommunication problems, business disturbance and any other event beyond the control of one of the parties) the Contractor will always have the right to suspend the execution of the contract for as long as the force majeure situation persists, without any compensation or price reduction being claimable by the Customer. Suspension of the agreement does not affect the possibility of cancellation. If the force majeure situation persists for more than 3 months, the Parties have the right to terminate the agreement by operation of law without either party being liable for compensation. The terminating Party shall notify the other Party by registered mail.

 11. Confidential information

• Confidential Information is any information in any form (oral, written or digital) of any kind (including but not limited to commercial, financial, strategic, technological, legal, tax, etc. information, such as, but not limited to trade secrets, databases, reports, interpretations, forecasts, analyses, ideas, correspondence, presentations, reports, customer lists and other customer information, know-how, designs, technical specifications, production processes or improvements, market definitions, etc.), which has been disclosed by one Party to the other or which may otherwise be received by either Party during or in connection with the Agreement, and regardless of whether such information may be protected under any intellectual property right. ) disclosed by one Party to the other or otherwise received by a Party during or in connection with the Agreement, and regardless of whether such information may be protected under an intellectual property right.
• Each Party acknowledges that during the course of the Agreement it may come into possession of confidential information disclosed by the other Party under the Agreement. 
• Each Party agrees to treat as strictly confidential all information they exchange or obtain under the Agreement that is not available as such to the public or through independent sources.
• Not considered confidential information is any information that:
  - is publicly available, other than as a result of a breach of this clause;
  - was already known to the party prior to entering into the agreement formed by quotation/general terms and conditions, and where such information is not considered confidential under any other agreement;
  - was lawfully obtained other than through the agreement formed by quotation/general terms and conditions.
• Each Party agrees not to disclose Confidential Information directly or indirectly to third parties, except to its personnel, other persons performing the obligations under the Agreement, or service providers engaged by a party sworn to professional secrecy, provided that the Party shall ensure that the personnel, persons performing the obligations under the Agreement between Parties, or service providers engaged by a party sworn to professional secrecy, comply with the same obligations of confidentiality and non-use of the Confidential Information as those imposed in the present General Terms and Conditions prior to receiving the Confidential Information.
• Each Party shall ensure that neither it nor any member of its staff or other person performing the obligations of the Agreement between the Parties shall use Confidential Information for purposes other than those permitted under the Agreement.
• The Parties agree that confidential information may be shared with a third party only if:
  - Such disclosure is required by law, in which case the party disclosing the confidential information shall promptly notify the non-disclosing party of such disclosure;
  - It is necessary to do so in support of a claim or defense in a dispute between the Parties;
  - If expressly agreed in writing between the Parties.

 12. General provisions

• All notifications between the Customer and the Client shall, unless otherwise stated, be made by e-mail at the e-mail address: info@yufo.be or paul@yufo.be as well as the e-mail address provided by the Customer.
• One or more provisions of these General Terms and Conditions may be deviated from only if expressly agreed upon in writing. The remaining provisions of these Terms and Conditions shall in that case remain in full force and effect.
• The possible nullity of any provision of these General Terms and Conditions may in no case entail the nullity and/or unenforceability of the other provisions. In this case, the parties will make every effort to replace any void provision with an equivalent and valid provision.
• Except as otherwise provided in these Terms and Conditions, the failure or delay of a Party in exercising any right or remedy under these Terms and Conditions shall in no event be deemed a waiver of such right or remedy, or of any other right or remedy upon which a Party may rely under these Terms and Conditions.
• The Agreement and Terms and Conditions, including all attachments, constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements (oral, written and/or digital) or understandings between the parties with respect to that subject matter.

 13. Applicable law and competent court

• These General Terms and Conditions and the provision of the Services by YUFO are governed exclusively by Belgian law. The Vienna Sales Convention is expressly excluded. 
• In case of disagreement regarding the provision of the Services by YUFO or the General Conditions, such dispute shall be submitted exclusively to the competent courts located in Antwerp, Antwerp Division (Belgium). Regarding disputes with the Consumer, this jurisdiction is not exclusive and the court of his domicile shall have jurisdiction, if this would differ from the court designated above.
• For the Consumer, there is also the possibility of recourse to alternative dispute resolution. To find out which body is competent in the Member State concerned, please refer to: https://ec.europa.eu/consumers/odr/main/?event=main.adr.show2. For Belgian Consumers and Employees, this is the Consumer Ombudsman Service (North Gate II, Koning Albert II-laan 8 Bus 1 1000 Brussels, tel : 02 702 52 00, contact@consumentenombudsdienst.be, www.consumentenombudsdienst.be/nl).