French
Article 1. Application and Interpretation
These general terms and conditions exclusively govern the relationship between Yelido and its clients and form an integral part of the contract concluded between Yelido and its client, who has accepted them. Only specific conditions clearly identified in the contract, purchase order, or other agreement, and expressly agreed upon 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:
- the term "client" also refers to any prospect, buyer, licensee, distributor, or dealer;
- the term "contract" refers to any offer, quote, purchase order, license agreement, distribution agreement, assistance services agreement, or any other contract between the parties;
- the term "software" refers to any program, platform, formula, module, system, or application developed and/or marketed by Yelido.
Article 2. Offer, Order, and Confirmation
Unless otherwise stipulated in writing by Yelido, quotes and offers issued by Yelido are valid for a maximum of 30 days from the date of their issuance. These, as well as orders or requests made by the client, orally or in writing, are only binding on Yelido after Yelido confirms acceptance of the order, and only from the date of such confirmation.
Article 3. Software, Services, and Development
Software developed by Yelido remains the exclusive property of Yelido (unless otherwise contractually stipulated) and may under no circumstances be modified or duplicated by the client, or used for any purpose other than the specific application for which it is intended.Yelido undertakes to make its best efforts to provide efficient services in a timely manner. However, Yelido's obligations constitute obligations of means and not of results. Yelido cannot under any circumstances be held liable by the client in the context of claims for damages brought by the end consumer against the client.
Article 4. Execution Deadlines and Extensions
Execution deadlines announced by Yelido in its offers and purchase orders are calculated under normal execution circumstances. Unless otherwise stipulated in writing and expressly accepted by Yelido, deadlines begin to run from Yelido's confirmation of the order.Yelido's liability cannot be engaged if a delay is caused by an external circumstance beyond its control and upon which it cannot directly act. In such a case, the client may not refuse the service or development, nor claim compensatory damages or the dissolution of the contract due to delivery delays. Any modification to the initial order requested by the client may result in a price supplement and an extension of delivery deadlines.
Article 5. Compliance and Warranty
Yelido undertakes to develop applications/software within the limits of technical feasibility and in compliance with standards and norms in the European Union and with the precise specifications set out in the contract or subsequently agreed upon in writing by the parties. However, Yelido reserves the right to modify certain characteristics of the applications/software, provided that the key specifications are not diminished. Upon deployment of the software, the client must test it and raise, in a precise and detailed manner and in writing, all apparent defects and non-conformities, i.e., all defects that the client detects or is able to detect through careful and thorough inspection. After a period of eight days, apparent defects and conformity issues will be deemed accepted by the client. The client may not refuse to approve the software for minor or trivial reasons.Yelido cannot under any circumstances be held liable by the client in the context of claims for damages brought by the end consumer against the client.
Article 6. Pricing and Payment Terms
Yelido invoices its services based on an hourly rate or any other method agreed between the parties and set out in an offer issued by Yelido to the client. Invoices are issued by Yelido either before the commencement of services (as a deposit), during their execution (as a progress statement), or monthly (as a monthly summary of services performed during the relevant month).Yelido's invoices are payable within 30 days from the invoice date. In the absence of a written complaint or dispute within 8 days of the invoice issuance date, the invoice is deemed accepted by the client.In the event of non-payment by the due date, the invoice will automatically and without prior notice be increased by interest at a rate of 12% per annum and a flat-rate penalty of 10% of the invoice amount, with a minimum of €60.00.In the event of non-payment of an invoice by its due date, Yelido reserves the right to immediately suspend, without prior notice, any further performance of outstanding services, independently of its right to consider the contract as terminated and to claim damages.
Article 7. Limitation of Liability
Under no circumstances shall Yelido be held liable for indirect damages — those that do not result directly and exclusively from a serious failure of the service provided by Yelido — such as commercial loss, loss of orders, damage to brand image, any commercial disruption, loss of profit or clients, increased general expenses, planning disruptions, loss of anticipated savings, as well as any third-party claims made against the client, for which the client shall be its own insurer and must take out appropriate insurance.Yelido's liability towards a professional client shall be limited to direct damages caused by its gross and intentional misconduct.The amount of damages for which Yelido could be held liable shall not exceed 10% of the contract amount.
Article 8. Force Majeure
In the event of a force majeure event preventing the parties from fulfilling their obligations in whole or in part, those obligations shall be suspended. Should the inability to perform obligations persist for more than six months, the parties may terminate the contract without 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 client or developed by anyone in the context of the contract are considered strictly confidential and constitute the sole and exclusive property of Yelido. Unless such information is already publicly known in full compliance with the law, the client may not, in any manner, even indefinitely after the full performance or termination of the contract, directly or indirectly: disclose or communicate them to third parties; use them, for itself or for a third party, for any purpose other than the strict performance of the contract; or develop, sell, or deliver materials, software, or other services identical or similar to those sold or marketed by Yelido.Yelido also undertakes not to disclose information regarding the production, organizational, work-related, or other methods obtained from the client in the context of performing the contract. Yelido undertakes to impose this duty of confidentiality on its employees. This duty of confidentiality on the part of Yelido remains in effect even after the end of the contract.
Article 10. GDPR Application
Yelido's data controller is David WERY.The data controller implements physical and information system security measures to prevent files from being distorted, damaged, or accessed by unauthorized third parties.The data controller also takes all necessary measures to ensure data protection by design in any product or service. The quantity of data processed is strictly limited to what Yelido needs to properly carry out its mission, and this minimization can be demonstrated at any time.Access to data is reserved exclusively for designated individuals or third parties holding a specific and one-time authorization (e.g., tax authorities).A reasonable retention period for personal information is guaranteed by the data controller. Such information will only be retained in the context of the performance of Yelido's mission.The client has the right to request access, rectification, inquiry, or objection regarding any personal data held by Yelido.
Article 11. Non-Solicitation of Staff
The client undertakes not to solicit or attempt to solicit any employee or subcontractor of Yelido to leave their employment or work in order to be hired directly by the client or by another company with which the client has a direct or indirect relationship, during the term of this contract and for a period of 24 months after its termination. In the event of a breach of this clause, the client shall automatically pay Yelido a lump-sum indemnity equivalent to two (2) years of gross salary (including employer contributions) or fees of the person solicited, without prejudice to any further compensation for actual damages suffered by Yelido.
Article 12. Client and Yelido References
Unless otherwise stipulated in writing, Yelido is authorized 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 performed by Yelido for the client, and on the other hand to mention Yelido's contact details and to establish a direct hyperlink to its website on each page of any website(s) or server(s) created by Yelido for the client.
Article 13. Termination of Contract
Yelido may suspend the performance of its contractual obligations and/or terminate the contract at any time, without notice or compensation to the client, automatically and without prior formal notice:in the event of incapacity, bankruptcy, insolvency, legal protection, seizure, cessation of payments, request for a payment moratorium, amicable or judicial arrangement, or any other event revealing financial difficulties on the part of the client — in which case Yelido may also block access to the use of the software developed by Yelido; in the event of Yelido ceasing its professional activity or a substantial change in that activity; in the event of a force majeure event lasting more than 6 months.Yelido may also, without compensation to the client, suspend the performance of its contractual obligations or terminate the contract and block access to the use of the software developed by Yelido, after a formal notice left unaddressed for 15 days, in the event that the client fails to meet its contractual obligations or if it becomes apparent that the client is not performing or is at serious risk of not performing one of its obligations, even before that obligation becomes due. In such case, any payment(s) made or owed by the client shall be definitively retained by Yelido, without prejudice to any damages if the actual damage suffered by Yelido proves to be greater.In the event that the client terminates the contract without gross and intentional fault on the part of Yelido, Yelido shall automatically be entitled to a lump-sum compensation equal to 50% of the price of the services remaining to be performed by Yelido, without prejudice to any further damages if the actual damage suffered by Yelido proves to be greater.
Article 14. Severability
The nullity or illegality of any clause shall not affect the validity of the remaining clauses of the contract or these general terms and conditions. In such a case, the parties undertake to negotiate in good faith a new clause that pursues the same objective or has effects as close as possible to those of the void clause, while respecting the law and restoring contractual balance.
Article 15. Governing Law and Jurisdiction
The contract and these general terms and conditions are exclusively governed by Belgian law. Any dispute between the parties shall be brought before the courts of the district of Liège.
