Terms and conditions

Severability: if any provision of this Agreement is held to be unenforceable, the other provisions shall nevertheless continue in full force and effect. Each Party shall use its best-efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect. 

Survival: the provisions of this Agreement that are expressly or implicitly intended to survive termination, shall survive any expiration or termination of this Agreement. 

Amendments and waiver: this Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties hereto. This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such waiver. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent. 

Entire agreement: this Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express clauses of this Agreement. Information in the form of brochures, graphics, illustrations and related information are solely intended to give a general impression about We fynd and are not binding. 

Notices: any notice required to be served by this Agreement shall in first instance be given by electronic mail to the email addresses set out in the Offer. All notices given by electronic mail, shall only be valid in case confirmation of receipt was expressly given by electronic mail by the Receiving Party. In case no confirmation of receipt was given by the receiving Party within five (5) business days, all notices can be done in writing and served by personal delivery or registered letter, addressed to either Party at its address given in the Offer or to such other address as a Party may designate by notice hereunder. All notices shall be deemed to have been given either (i) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by registered or certified mail, on the fifth (5th) business day following the day such mailing is made. 

Publicity: We fynd shall have the right to use any trademarks, trade names, logo’s / signs or other marks of Customer (including Customer’s corporate name) for marketing or promotion purposes, such as (but not limited hereto) Customer references on We fynd’s website, announcement of a new customer and sales presentations. 

Interpretation: in this Agreement (unless the context shall otherwise require or permit), (i) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted; (ii) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; (iii) the headings or captions to the articles are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 

Relationship between the Parties: the relationship between the Parties is that of independent contractors. Neither Party is an agent for the other and neither Party has any authority to make any contracts, whether expressly or by implication, in the name of the other Party, without that Party’s prior written consent for express purposes connected with the performance of this Agreement. In no case shall Customer exercise (or be deemed to exercise) partial or complete employer’s authority over We fynd’s personnel. 

Force Majeure: neither Party will be responsible or liable for any failure or delay in the performance of its (non-monetary) obligations under the Agreement arising out of or caused by force majeure. 

Non-solicitation: during the Agreement and until twenty-four (24) months after the termination, Customer agrees not to hire any staff from We fynd directly or indirectly as an employee or on any other basis, nor will Customer attempt to do so. In the context of this article, the term “staff” means all personnel or other persons, such as freelancers or subcontractors. Should Customer act in breach of this article, Customer will be liable to pay a lump sum of fifty thousand euro (€50,000) to We fynd. The Customer acknowledges that this is a fair estimate of the cost for hiring and training such staff members. 

Non-Assignment: Customer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without We fynd’s prior written consent. Subject to any restrictions on assignment herein contained, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assignees. 

Disputes: in the event of a dispute under this Agreement, the Parties agree to meet and discuss in good faith a possible resolution thereof, without limiting any rights or remedies of any Party under this Agreement. 

Applicable law and jurisdiction: this Agreement shall be governed by and construed in accordance with the laws of Belgium, without giving effect to its choice of law or conflict of law laws or principles. The Parties hereto submit to the exclusive jurisdiction of the competent courts of Antwerp, division Antwerp. Any proceedings regarding the execution or interpretation of an agreement must be initiated by Customer within six (6) months of the origination of the underlying cause. After the expiry of this period the complaint is deemed to be inadmissible. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement.