Algemene Voorwaarden

These general terms and conditions (“General Conditions”) apply to all Offers, all use by Customer of the SaaS, all Formulas and all related Services provided by We fynd, unless expressly agreed otherwise. The General Conditions take precedence over all other (special or general) conditions from Customer or from a third party, if any, even where it is stated therein that only those conditions may apply and even if they were not protested by We fynd. Any quote from We fynd that is not part of an Offer, shall only bind We fynd, if expressly accepted in writing by We fynd.

Subject to the Agreement, timely (full) payment of applicable license fees, and the selected Formula by Customer set out in the Offer, We fynd grants to Customer a personal, restricted, non-exclusive, non-transferrable and non-assignable license to access and use the SaaS during the subscription term as defined on the Website and in accordance with the applicable Formula, for its internal business purposes and in accordance with the Documentation (as may be made available by We fynd from time to time). The foregoing license shall be limited to access and use of the Services, functionalities, features and/or modules specified in the Offer. 

With respect to Free Trial Accounts, the Free Trial User is granted a limited, revocable, non-exclusive, non-transferable right to access and use the SaaS during the Free Trial Term and subject to the Free Trial User’s continued compliance with the Agreement. The scope of the Free Trial User’s access to and right to use the SaaS in the Free Trial Account shall be determined by We fynd in its sole discretion. We fynd shall at all times be entitled to change the scope of the Free Trial User’s rights.

The Customer acknowledges that (i) We fynd may make future modules, features or functionalities of the SaaS subject to payment of additional license fees and/or additional conditions, and (ii) unless otherwise specified in the Offer, feature updates are not included in the license fee and are subject to an additional charge. Customer shall not (directly or indirectly through the actions of any of its affiliates, agents, contractors, employees, representatives, subcontractors, or in general, any third party), (a) sub-license, assign, distribute, transfer, sell, lease, or otherwise deal in or encumber its rights to the SaaS; (b) permit any unauthorized person to access the SaaS; (c) access or try to access any software code (including object code, intermediate code and source code) in or related to the SaaS, (d) use the SaaS to provide services to third Parties; or (e) copy, duplicate, reverse engineer, reverse compile, disassemble or otherwise reproduce the SaaS.  

We fynd shall exercise reasonable care and skill in performing the Services and on a best-efforts basis only. The obligation to perform the Services shall be regarded as an obligation of means (“middelenverbintenis”) and shall not bind We fynd to achieve a predefined result. The Services shall be performed in complete independence and We fynd shall plan its activities (including the allocation of its resources) as it sees fit. Any timelines included in the Offer or otherwise specified shall be deemed to be indicative only and shall not bind We fynd unless expressly agreed to be binding. The provision of the Services is at all times subject to the cooperation of Customer in good faith. In particular, and without prejudice to the generality of the foregoing, Customer shall provide on a timely basis any accesses, approvals, business rules and information as necessary to allow We fynd to perform the Services. We fynd shall not be responsible or held liable for any delay or failure in the provision of the Services resulting from Customer’s obligation to cooperate in good faith or to provide the necessary input or information. The scope of the Services may only be changed in mutual agreement and such change(s) shall be documented in writing. 

No Services shall be delivered before or during the Free Trial Term, unless expressly stated otherwise in the Offer.

Customer acknowledges that We fynd break/fix support Services in relation to the SaaS are provided during normal business hours on a best-efforts basis only. In such case, Customer may notify a problem or an incident related to the SaaS to We fynd, and We fynd shall try to provide a resolution or workaround as soon as commercially possible. We fynd makes no warranty whatsoever to provide a resolution or workaround for each specific problem that could arise. Customer shall be entitled to one (1) hour of end user support per month via remote support, unless explicitly agreed otherwise in the Order. Unused hours shall not be reimbursed and cannot be transferred to the following month. End user support is provided during business hours only and any end user support Services provided by We fynd in excess of such one (1) hour shall be charged on a time and material bases at the then-current rates. 

Customer may upgrade the Formula he subscribed to at all times to a more advanced Formula. In case Customer wants to degrade the current Formula, this degradation shall become effective on the expiration date of the current Formula. The license fees regarding the current Formula remain due for the remaining term of the current Formula. If the Customer would like to upgrade the Formula during the term, the upgrade shall be applicable as from the date that the Customer has confirmed and accepted the upgrade. Hence, the Credits that correspond to this Formula shall be valid as from that date for a period of thirty (30) days. The license fees about the upgraded Formula shall be due as from this month for the remaining term of the Formula.

Customer shall be entitled to a number of Credits per month, as specified in the Offer and depending on the applicable Formula and/or the paid fees. Additional Credits purchased by Customer shall be charged at the applicable rate at the time of purchase mentioned on the Website. Unused Credits, including additionally purchased Credits, shall not be reimbursed and cannot be prolonged or transferred to another month. 

The restitution of a Credit shall, in any case, only occur on an exceptional base, i.e. (1) for Credits purchased under a Formula, and (2) if a Jobseeker would refuse or ignore (after thirty (30) days) a contact request of the Customer. The Customer shall receive a new Credit that will be valid for one month as from the receipt of the new Credit. In any case, no Credits shall be restituted under the Free Formula.

Customer shall not be entitled to a reimbursement or a payment in cash of any kind.

Once a contact is made between Customer and a Jobseeker, Customer will have access to that Jobseeker’s data only for the purposes of the Services and depending on the applicable Formula. For Free Trial Users, this period is in each case limited to the Free Trial Term. 

For the processing of Jobseeker’s data for which Customer is responsible, Customer guarantees it has duly informed the Jobseekers of the processing of their (personal) data and of their rights. Customer is solely responsible for the lawfulness of the processing of such data.

Parties will process Jobseeker data in accordance with the DPA and the applicable data protection legislation.

Customer acknowledges that the SaaS consists of certain algorithms, for which sufficient Customer data must be provided to We fynd in a timely manner. Customer hereby grants to We fynd a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer data made available by Customer to the extent required for the performance of We fynd’s obligations under the Agreement and to improve the functioning of the SaaS. Customer also grants to We fynd the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of We fynd’s obligations under the Agreement. Customer warrants to We fynd that Customer data, when used by We fynd in accordance with this Agreement, will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. Customer shall solely be liable and responsible for the accuracy, lawfulness and correctness of Customer data and lawful processing and treatment thereof.

In the absence of any specific instructions of Customer, We fynd has no archiving, export or retention obligations with respect to Customer data, unless required by law or explicitly agreed upon otherwise.

In case of termination of the Agreement, for whatever reason or on whatever ground, the User account(s) of Customer shall be immediately deactivated by We fynd and Customer data as well as Customer’s and their User’s profile will no longer be visible or available for Jobseekers or other users.

If the Parties have agreed that the SaaS will be integrated with third party systems, software or services (such as, but not limited to an ERP system or software of Customer), Customer acknowledges that such third party system, software or services shall exclusively be governed by the Service offering of the applicable third party software vendor or service provider and that any commitments or obligations of We fynd included in this Agreement shall not apply to such third party systems, software or services. We fynd shall not be responsible for any defect in the SaaS that is caused by an integration with a third party system, software or service and does not ensure that the SaaS remains at all times compatible and can interface and interwork with any applicable third party system, software or service. 

The SaaS will be hosted in the datacentres of We fynd’s hosting partner and such hosting is subject to the applicable Service offering of the hosting partner. We fynd does not warrant that the SaaS shall be available on an uninterrupted basis and Customer agrees that the SaaS may be unavailable during periods of planned or unplanned maintenance undertaken by We fynd or the hosting partner. To the extent reasonably possible, We fynd shall notify Customer of any planned maintenance. 

We fynd is and remains the sole and exclusive proprietary owner of all intellectual property rights related to the SaaS (including the underlying software, computer programs, platforms, applications, algorithms, software code and methodology pertaining thereto) and the Services and nothing in this Agreement shall convey any title or proprietary right or intellectual property rights in or over the SaaS and/or Services to Customer. Except for the limited license granted pursuant to this Agreement, no other rights in respect of the SaaS and the Services shall be granted or transferred to Customer in connection with this Agreement.

Customer agrees that it will not claim any rights to or do anything that may adversely affect the intellectual property rights of We fynd, its affiliates or licensors. Customer undertakes to promptly notify We fynd of any act of unfair competition, illegal trade practices or piracy, or infringement of any intellectual property rights that Customer may discover. 

Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose confidential and/or proprietary materials relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Each Party hereby undertakes to keep the Confidential Information secret and not disclose it, in whole or in part, to any person other than (i) with the prior written consent of the Disclosing Party, or (ii) its employees, directors, subcontractors and consultants who have a direct need to know such Confidential Information for the sole purposes complying with its obligations under the Agreement. The Receiving Party shall ensure that these persons are bound by confidentiality obligations which are not less stringent than those set out in the Agreement. The provisions of this article shall not apply to any secret or information which: (i) is published or comes into the public domain other than by a breach of the Agreement or, (ii) can be shown to have been known by the Receiving Party before disclosure by the Disclosing Party or, (iii) is lawfully obtained from a third party or, (iv) can be shown to have been created by the Receiving Party independently of the disclosure under this Agreement. The restrictions in this clause do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation or by any judicial or governmental order or request. The provisions of this article shall continue to be in force during five (5) years following the termination of the Agreement. 

Customer shall pay the license fees and Service fees in the amounts and on the times set forth in the Offer and/or on the Website. Any discounts shall be applicable according to the terms and for the duration as set out in the Offer. Unless expressly agreed otherwise, the license fees shall be payable upfront and are not refundable. All amounts due hereunder are payable in euro (unless agreed otherwise) and are exclusive of VAT. 

Any arears in payment will automatically cause Customer to be indebted to paying to We fynd a late payment interest equal to 10% per year (or part of year) as well as a minimal compensation for administrative and other costs equal to 10% of arrears and will by operation of law suspend all Customer license rights under this Agreement until all arrears, inters and administrative compensations have been paid.

Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose confidential and/or proprietary materials or information relating to the Disclosing Party’s business, including, without limitation, all business, financial, marketing, commercial and/or technical information or data, any and all corporate information, know-how, trade secrets, inventions, processes, software, business plans, strategy-related information as well as any information or data related to the SaaS and/or the Services (hereinafter referred to as “Confidential Information”). Each Party hereby undertakes to keep the Confidential Information secret and not disclose it, in whole or in part, to any person other than (i) with the prior written consent of the Disclosing Party, or (ii) its employees, directors, subcontractors and consultants who have a direct need to know such Confidential Information for the sole purposes complying with its obligations under the Agreement. The Receiving Party shall ensure that these persons are bound by confidentiality obligations which are not less stringent than those set out in the Agreement. The provisions of this article shall not apply to any secret or information which: (i) is published or comes into the public domain other than by a breach of the Agreement or, (ii) can be shown to have been known by the Receiving Party before disclosure by the Disclosing Party or, (iii) is lawfully obtained from a third party or, (iv) can be shown to have been created by the Receiving Party independently of the disclosure under this Agreement. The restrictions in this clause do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation or by any judicial or governmental order or request. The provisions of this article shall continue in force during five (5) years following the termination of the Agreement. 

Any processing of personal data under the Agreement shall be performed in accordance with the applicable data protection legislation and the provisions of the DPA.

Each Party shall in principle be considered a (separate) data controller within the meaning of the applicable data protection legislation and shall have to comply with these laws independently of each other. 

For the processing of personal data where parties jointly determine the purposes and means of the processing, parties enter into the DPA as available on [hyperlink].

Customer represents and warrants to We fynd that it has the legal right to disclose any personal data that it makes available to We fynd under or in connection with this Agreement. 

Any processing of personal data by We fynd shall be done in accordance with its Privacy Policy

Except to the extent otherwise provided in this Agreement, the SaaS and the Services are provided “as is” and “with all faults”. We fynd does not make any other representations or warranties, express or implied, concerning any matter under this Agreement and, to the maximum extent permitted by applicable law, We fynd disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, or non-infringement. Pursuant to the use of the SaaS and the performance of the Services Customer may be provided with certain advice and/or recommendations. Customer acknowledges and agrees that We fynd shall not be liable for Customer’s implementation of such advice and/or recommendations and Customer bears full responsibility for the use or implementation thereof by Customer and the consequences of such use or implementation.

Subject to the maximum extent permitted under applicable law, We fynd’s liability under this Agreement shall per event (or series of connected events) and, in the annual aggregate, per contract year not exceed an amount equal to all fees paid hereunder during such contract year, provided that such amount shall never exceed the amount actually paid by We fynd’s insurer. 

Subject to the maximum extent permitted under applicable law, under no circumstances shall We fynd be liable to Customer for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or Services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.

Either Party may immediately terminate (or We fynd may alternatively suspend) the whole or any portion of the Agreement without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if (i) the other Party performs a material breach to any provision of the Agreement and fails to cure such material breach within thirty (30) calendar days after receipt of written notice of the material breach, (ii) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business, or (iii) the other Party breaches its obligations under the provisions regarding the license, intellectual property rights and confidentiality. 

In case of early cancellation of the Offer by Customer, in the event that the Customer terminates the Agreement prior to the expiration of the agreed upon term or in case of termination by We fynd for cause, Customer is by law and without intervention of a court obliged to pay We fynd a fixed compensation equal to the remaining fees for the term of the Agreement. The calculation of the remaining fees shall be based on the total fees payable for the entire term of the Agreement, minus any fees already paid by Customer up to the date of cancellation or early termination. The foregoing goes without prejudice to the right of We fynd to prove higher damages. 

Upon expiration or termination of the Agreement, for any reason, and unless otherwise agreed between the Parties, all licenses granted under the Agreement shall cease. 

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.