General Terms and Conditions of Yet B.V.
- Definitions
1.1. In these General Terms and Conditions the following terms are given the following meaning, unless explicitly stated otherwise:
a. Yet: a private limited company, having its registered office at Vivaldiplantsoen 200, 3533 JE Utrecht, The Netherlands, registered with the Chamber of Commerce under number 41097850.
b. Client: the legal entity purchasing the one-off booking or subscription from Yet.
c. Offer: any offer (including estimates and quotations) of subscriptions made by Yet to a potential Client.
d. Agreement: the contractual relationship between Yet and the Client.
e. Services: the services provided by Yet under the Agreement.
f. The Parties: Yet and the Client jointly and each separately: ‘Party’.
g. Written/In Writing: both traditional written communication and digital communication to be stored on a durable data storage device, including email communication. - Applicability
2.1. These General Terms and Conditions apply to all offers for subscriptions and work by Yet, unless otherwise agreed in writing. ‘Work’ shall include the provision of services or other performance, however called.
2.2. If an Agreement concluded with Yet contains provisions that deviate from these General Terms and Conditions, this shall not affect the validity of the other provisions of these General Terms and Conditions. Where these General Terms and Conditions are deviated from, such deviation shall apply exclusively to the relevant Agreement.
2.3. Any general terms and conditions of the Client or negotiating partner of Yet shall not apply, unless otherwise agreed in writing.
2.4. In the event of nullity of one or more provisions of these General Terms and Conditions, the remaining provisions shall remain in full force and effect. If a provision of these General Terms and Conditions is not valid for any reason, the Parties shall agree on a replacement provision that approximates the content and purport of the original provision as closely as possible. - Offer and conclusion of the Agreement
3.1. All offers by Yet shall have a maximum validity period of three months from the date on which it was sent by Yet, unless the offer specifies a different period.
3.2. Offers by Yet and Agreements drawn up by Yet are (partly) based on the information provided by the (potential) Client to Yet. If it appears that the data provided to Yet do not correspond to reality and/or if such data are changed after having been provided, the consequences thereof, including in any case the financial consequences, shall be for the Client’s account and risk.
3.3. An Agreement shall be concluded only after the Parties have signed an Agreement in a legally valid manner, or at the moment Yet reasonably considers an act of the Client as (creating) (an impression of) consent and Yet has commenced performance of the Agreement. As long as this is not the case, Yet shall not be obliged to perform assignments or work.
3.4. If the content of the Agreement signed by the Parties (including the accompanying annexes) differs from the Offer accepted by the Client and/or other correspondence preceding the conclusion of the Agreement, only the content of the Agreement signed by the Parties (including the accompanying annexes) shall apply, unless there is an obvious mistake or clerical error in the reasonable opinion of Yet. - Performance of the Agreement
1. Yet shall perform the Agreement to the best of its ability and in accordance with the reasonably expected requirements of good workmanship.
2. If the Agreement has been entered into with a view to performance by a specific person, Yet shall at all times be entitled to replace that person by one or more other persons with the same qualifications.
3. Yet shall be permitted to have (part of) the work performed by or subcontracted to third parties, as well as to transfer obligations under the Agreement to a third party.
4. The Client shall be obliged to do and refrain from doing whatever is reasonably necessary and desirable to enable the timely and proper performance of the Agreement. In particular, the Client shall be responsible for ensuring that all data, which Yet indicates are necessary or which the Client should reasonably understand are necessary for the performance of the Agreement, shall be provided in good time.
5. The Client shall further ensure that its (personal) data, business information and/or other information of third parties (directly or indirectly) provided to Yet are current, accurate, correct and complete.
6. If the Client does not, not timely or not fully comply with its obligation to provide Yet with information or if that information is incorrect, the financial and other consequences thereof shall be for the account and risk of the Client, including in the event Yet fails to fulfil its obligations under the Agreement concluded with the Client in connection therewith.
7. The content of the Agreements of Yet and/or the names thereof may be unilaterally adjusted/amended by Yet in connection with amended or new legislation and/or adjustments to the services provided by Yet deemed necessary by Yet. In case of adjustment/amendment of the content of the Agreement, Yet shall inform the Client thereof without delay.
8. If the content of the Agreement is amended pursuant to the provisions in section 4.7. of this article, the Client shall not be entitled to cancel or otherwise terminate the Agreement. - Duration, termination and renewal of the Agreement
5.1. If an Agreement has been entered into for a definite period, it shall be renewed automatically for a period of one (1) year at a time upon expiry of that period, unless due notice of termination is given.
5.2. Both Parties may terminate the Agreement by the end of the period for which it was entered into, with due observance of a notice period of three months.
5.3. Termination can only be legally effective by registered letter, which letter must be addressed to Yet, PO Box 30514, 3503 AH Utrecht, The Netherlands or any other address specified in writing by Yet.
5.4. In the event of early termination of the Agreement by the Client, the Client shall owe the agreed fee without prejudice to all other rights of Yet. - Prices and price adjustment
6.1. The prices quoted by Yet for the purchase of a session or subscriptions are in euros, excluding sales tax (VAT) and any other government levies, unless stated otherwise.
6.2. The Client shall owe a fixed amount per employee per year for the subscription. The subscription is limited to a maximum of 10% of the number of employees specified by the Client in the relevant contract year. Every year before 31 January, the Client shall provide a statement of the number of employees (heads) employed as at 1 January of the relevant contract year.
6.3. The Client accepts that all agreed prices and rates will be adjusted on 1 January of each year in accordance with the prices and rates applied by Yet as of that date.
6.4. In the event of price-increasing factors beyond Yet’s control, arising after an offer was made or during the term of the Agreement, Yet shall be entitled to increase the related prices and rates.
6.5. Yet shall at all times be entitled to invoice sales tax (VAT) that was wrongly not charged. - Payment
7.1. Invoices issued by Yet must be paid within thirty days of the invoice date. In case of non-cash payment, the date of payment is the date on which the transfer is credited to Yet’s bank account.
7.2. Unless otherwise agreed in writing, Yet may charge the amount payable by the Client for the agreed or current Agreement to the Client annually at the beginning of a contract year (by way of an advance invoice).
7.3. If and as long as the Client is in default of its payment obligations, Yet shall not be obliged to carry out the instructions issued by the Client. In that case, Yet shall be entitled to suspend its obligations under the Agreement entered into with the Client. The resulting consequences shall be entirely for the Client’s account and risk. It is the Client’s responsibility to inform its employees regarding this if necessary.
7.4. The Client shall not be allowed to set off its payment obligations to Yet against any claims against Yet, or to suspend its payment obligations, unless Yet has given the Client its prior written consent.
7.5. If payment of the amount due is not, not timely or not fully made and Yet incurs costs, in legal or other proceedings, to collect the amount due, including, inter alia, the costs of sending notices of default and demands for payment, the Client shall owe Yet a fee in this respect, calculated in accordance with the applicable Collection Costs Act.
7.6. Payment of an invoice shall first be applied to reduce the extrajudicial costs, next to reduce the interest due and finally to reduce the principal amounts due that have been outstanding the longest and the current interest, even if the Client states at the time of payment that it relates to a later invoice. - Deadlines
8.1. Unless otherwise agreed in writing, a deadline specified by Yet in connection with the performance of an obligation shall be indicative only and shall never be regarded as a final deadline, not even if it concerns a time limit. If Yet has exceeded a deadline, default shall not arise until Yet is given notice of default by a written demand for payment in which Yet is afforded a reasonable period for performance and such performance is not forthcoming within that period. - Force majeure
9.1. In these terms and conditions, force majeure shall mean any circumstance that prevents the fulfilment of the obligation and which cannot be attributed to Yet and is not for the account of Yet by virtue of the law, legal act or generally accepted practice. Such circumstances shall include in any case, but are not limited to: war, threat of war and riots, terrorist attacks, natural disasters, impeding measures imposed by domestic and foreign governments, sabotage, strikes, transport disruptions, failures of suppliers of Yet in respect of the supply of goods and/or services, computer failures (including internet, intranet and email traffic), business interruptions (e.g. due to fire, loss of data etc.), epidemics, unavailability of staff, such as but not limited to in case of illness, and in the event of a merger of the company of the Client or of a business takeover, reorganisation or change of business activities within the company of the Client.
9.2. If Yet fails imputably to fulfil its obligations (force majeure), Yet shall not be liable. Insofar as fulfilment is not yet permanently impossible, its obligations shall be suspended. If the period during which fulfilment is not possible due to force majeure lasts or will last longer than two months, both Parties shall be entitled to cancel the Agreement without any obligation to pay compensation.
9.3. If Yet has fulfilled its obligations on the occurrence of the force majeure, or if Yet can only partially fulfil its obligations at that time, Yet shall be entitled to separately invoice the services already performed or yet to be performed and the Client shall be obliged to pay the relevant invoice as if it related to a separate agreement.
9.4. Yet shall be entitled to invoke force majeure if the non-attributable circumstance preventing fulfilment of its obligation arises after Yet should have fulfilled its obligations. - Dissolution, suspension and compensation
10.1. If the Client is in default of payment of any amount owed to Yet or has not, not fully, not timely or not properly complied with any other obligation towards Yet, if the Client applies for a suspension of payments or the Client’s bankruptcy is filed for, if the Client applies for the application of the debt rescheduling plan, if the Client offers its creditors an extrajudicial settlement, if any attachment is levied against the Client, if the Client’s business is liquidated, actually ceases to exist or is established outside the Netherlands, Yet shall have the right to terminate the Agreement without notice of default and/or judicial intervention without prejudice to Yet’s right to claim compensation for costs and losses.
10.2. If one of the cases referred to in the previous paragraph of this article occurs or is likely to occur, the Client shall be obliged to notify Yet thereof in writing with immediate effect. If Yet has good reasons to assume that one or more of the cases referred to in the previous paragraph of this article will occur and the Client refuses to provide Yet with clarification on that matter when so requested or fails to respond to a request to that effect, Yet shall also be entitled to terminate the Agreement without notice of default and/or judicial intervention without prejudice to Yet’s right to claim compensation for costs and losses. - Liability
11.1. The liability of Yet for direct loss sustained by the Client resulting from one or more attributable shortcomings in the fulfilment of its obligation or from an unlawful act committed by Yet (irrespective of whether this loss is related to one or several events) shall be a maximum of one quarter (1/4th part) of the amount paid by the Client under the Agreement in the twelve months preceding the occurrence of the loss. In any event, the liability in all cases and at all times, including for breach of any indemnity, guarantee and/or data protection, shall be limited to the amount actually paid or to be paid by Yet’s insurer in respect of such liability, plus the amount of the deductible.
11.2. In no event shall Yet be liable for indirect loss, including consequential loss, loss of profit, missed savings and loss due to business interruption.
11.2. The Client shall indemnify Yet against all claims of third parties (including employees) with respect to agreements performed by Yet, unless it is established in law that these claims are a result of intent or gross negligence on the part of Yet and the Client furthermore demonstrates that the Client is not to blame in any way.
11.3. All legal claims against Yet on account of breach of contract or wrongful act shall become barred twelve months after the day on which the damage arose or could or should reasonably have been discovered, but no later than two years after the day on which Yet failed to comply with an obligation or on which the error on which the claim is based was made. - Confidential data, confidentiality and data processing
12.1. The Parties shall be mutually obliged to treat as confidential all information and (personal) data related to the performance and/or content of the Agreement. The Parties shall not share such information and (personal) data with third parties, unless the other Party (from whom the information and/or (personal) data originate) has given its written consent. The aforementioned duty of confidentiality shall not apply where the information and/or (personal) data have been made accessible to the public. In addition, this duty of confidentiality shall not apply if disclosure is required by law, a binding court order or another government body. If such an obligation exists, the Parties shall consult on the manner and content of disclosure.
12.2. The Parties shall ensure that the aforementioned duty of confidentiality is also imposed on their employees and any other persons and third parties performing work on their behalf.
12.3. Termination of the Agreement shall not release the Parties from their confidentiality obligations that by their nature are deemed to continue after termination of the Agreement.
12.4. The Parties shall each individually and, where applicable, jointly comply with all their obligations under the General Data Protection Regulation (GDPR) (Implementation Act) and all other applicable privacy laws and regulations (hereinafter: “applicable privacy legislation”). The Parties shall be obliged to render all reasonable cooperation to enable the other Party to fulfil its obligations under the applicable privacy legislation.
12.5. For information on Yet’s processing operations of personal data, please refer to the privacy statement on the website of Yet (www.yet.nl/privacy). - Intellectual property
13.1. The performance of services under the Agreement by Yet shall not include the transfer of intellectual property rights vested in Yet. All intellectual property rights that arise during, or ensue from, the performance of services under the Agreement shall accrue to Yet.
13.2. The Client shall indemnify Yet against any claim from a third party and against full damages based on the fact that data provided by the Client infringe any intellectual property right or any other right. - Acquisition of Yet Personnel
14.1. The Client shall not be permitted to (cause to) employ the persons engaged by and/or employees of Yet in the performance of an Agreement, during the period of the term of the Agreement and up to two years after termination thereof, at the Client’s premises under an employment contract or otherwise (e.g. by means of an agreement for services or secondment), unless Yet has given the Client its prior written consent.
14.2. The Client shall forfeit to Yet a penalty of €5,000 for each (former) person engaged by Yet and/or employee of Yet for each day that the Client acts in violation of the provisions of the preceding section. Without prejudice to the foregoing, Yet retains the right to compensation for the actual loss it has sustained in this respect. - Complaints
15.1. If a customer has a complaint, please send the complaint by email to support@yet.nl. Yet shall process the complaint and ensure a (first) response within two weeks at the latest to resolve the complaint where possible. - Governing law and disputes
16.1. All agreements entered into with Yet shall be governed exclusively by Dutch law.
16.2. Any disputes between the Parties shall be exclusively settled by the competent court in the district of Midden-Nederland.