Terms & Conditions

Last Updated: January 1st, 2020

1. Introduction 

Yollty (hereafter referred to as “Yollty”), a société à responsabilité limitée (limited liability  company) governed by Luxembourg law, with its registered office at 1 rue Josy Printz, L-5841  Hesperange, was authorized by the Luxembourgish state in 2016 to provide Services falling  within its corporate purpose (hereinafter referred to as a whole as “Yollty Services"). 

2. Purpose 

2.1. These General Terms and Conditions of Sale apply to contracts for the supply of equipment  and/or the provision of services concluded between Yollty and a business customer  (hereinafter the 'Business Customer'). They govern the contractual relationships between  Yollty and any natural person or legal entity, whether public or private, which acts, including  via the intermediary of another person acting in its name or on its behalf, for purposes relating  to its commercial, industrial, artisan or liberal profession activities.  

2.2. These General Terms and Conditions of Sale determine the rights and obligations of the  parties, together with the Special Conditions of each Yollty Services. The duly filled out and  signed subscription application form and any amendments, as well as the pricing plan  corresponding to the Yollty Services chosen by the Business Customer.  

2.3. These General Terms and Conditions of Sale apply to the Yollty Services. 2.4. In the event of a contradiction between these General Terms and Conditions of Sale and the  Special Conditions of the Yollty Services, the latter shall prevail over the General Terms and  Conditions of Sale. 

3. Signing up for the Subscription Contract providing access to the Yollty  Service  

3.1. A Business Customer who wishes to sign up for a Subscription Contract providing access to  the Yollty Services commits to duly fill out and sign the subscription application form and  submit it to Yollty along with a signed copy of these General Terms and Conditions of Sale.  

3.2. In particular, the Business Customer must provide Yollty with the following information and  documents (hereinafter 'the Data'):  

- the original identity card, passport or driving license (for natural persons or  representatives of the company),  

- bank account details and/or 

- proof of payment of a guarantee deposit to Yollty for the purpose of paying the bills  and fees, in accordance with the provisions of Article 8 of these General Terms and  Conditions of Sale.  

3.3. The Business Customer commits to immediately inform Yollty in writing of any changes  occurring in the information supplied when signing up for the contract application or any  financial information (bank account, direct debit, credit card number, expiry date, etc.).  

3.4. The Business Customer shall be solely responsible for ensuring that the information he/she  supplies is correct. 

4. Subscription contract  

The subscription application form, duly signed by the Business Customer, along with a signed  copy of these General Terms and Conditions of Sale and the pricing plan for the Service  chosen by the Business Customer, the Subscription Contract, as of the date it is signed by  Yollty (hereinafter 'the Contract'). 

5. Reasons for refusal 

Yollty reserves the right to refuse an application and consequently to refuse to provide the Yollty  Services or refuse access to certain Yollty Services in the following specific cases: - the Business Customer omits or refuses to provide the information and/or documents  mentioned in Article 3 of these General Terms and Conditions of Sale;  

- the Business Customer supplied incorrect and/or false information; 

- the application form was not duly filled out and/or signed;  

- the Business Customer did not submit a signed copy of these General Terms and  Conditions of Sale to Yollty;  

- in the event of late payment or non-payment of one or several bills, and/or in the event  of fraud committed by the Business Customer;  

- the Business Customer has not supplied a guarantee deposit set out in Articles 3 and  9 of these General Terms and Conditions of Sale;  

6. Duration and automatic renewal of the Contract  

6.1. The Yollty Service subscription contract is concluded annual or monthly, according to the  provisions of the Special Conditions, which apply as soon as they are signed.  6.2. The Contract is automatically renewed by tacit agreement for an annual or monthly (as  applicable) basis at the then-current standard rates, if it is not terminated by registered letter  following a period of notice of 15 days, before the expiry of the contract period.  

7. Service activation date 

Save in exceptional circumstances, Yollty commits to activate the Services within a  reasonable period, after the application is accepted and after the Business Customer has  provided the documents and information listed in Article 3 of these General Terms and  Conditions of Sale, and he/she has filled out and signed the subscription application form and  these General Terms and Conditions of Sale and the Special Conditions of the Service. 

8. Guarantee deposit  

8.1. Yollty reserves the right to require the payment of a guarantee deposit, both when signing up  for the Subscription Contract, and during the performance of the contract. 

8.2. This guarantee deposit shall be made according to Yollty’s instructions either with a bank or  directly with Yollty. 

8.3. If the guarantee deposit is not paid on the date indicated by Yollty, the application to sign up  for a Subscription Contract will be refused, and the Contract will automatically be terminated  without notice or other formalities, without the Business Customer being entitled to any  compensation.  

8.4. The amount deposited as a guarantee shall not bear any interest.  

8.5. The Business Customer authorizes Yollty to offset his/her debts with Yollty using the amount  deposited as a guarantee, with no distinction regarding the nature or amount of the debt.  8.6. At the end of the period, or following the termination of the Contract, Yollty commits to return  any remaining balance to the Business Customer within a reasonable period, after having set  off all the Business Customer's debts to Yollty which are due or yet to become due, with the  deposited sums.  

9. Billing and Payment Methods 

9.1. Yollty will send the Business Customer a monthly bill which, other than the legal notices, also  includes: 

- the Service activation fees if applicable;  

- the fee corresponding to the Yollty Services covered by the Subscription Contract;  - the fees relating to any paid-for options chosen by the Business Customer;  - the fees related to the usage and/or the activation of services, which are not included  in the Yollty Services fee covered by the Subscription Contract;  

- any other fees such as the fee to activate a new device following the theft or loss of  the original device, blocking or unblocking fees, etc.  

- consultation fees that might have occur within this billing period and prior agreed  with the Business Customer. 

9.2. You may amend your contract to include additional Yollty features through our Customer  Service or our Online Dashboard. When you make changes through Customer Service or our  Online Dashboard, you are providing explicit authorization for Yollty to process payment on  your existing Yollty account and payment method without any further authorization necessary  from you.

9.3. The cost and fees for the Yollty Services covered by the Subscription Contract are payable by  the date indicated on the bill.  

9.4. In all cases, the Business Customer is advised that the monthly fees are due in their entirety,  even if the Business Customer did not use the Service, or if he/she only used it partially, for  any reason.  

9.5. In particular, the fees relating to the first and last month of the subscription, for Contracts  signed in the course of the month, are due in their entirety. In the same way, fees are due in  full, in the context of Contracts which provide access, on a monthly basis, to the supply of a  specific quantity of the Service (in terms of Messages, Yollty Points, etc.) when the Business Customer has not consumed the full amount of the services to which he/she was entitled.  

9.6. Any complaints regarding bills must be addressed to Yollty in writing, within a reasonable  period after the date the disputed bill was issued or the reason for the complaint was  discovered. Beyond this period, it is assumed that the Business Customer has accepted the  principle and amount of the bill. 

9.7. Making a complaint does not exempt the Business Customer from his/her obligation to pay  the undisputed portion of the bill within the period stipulated in Article 10.3 of these General  Terms and Conditions of Sale. 

9.8. The Business Customer commits to pay the bills within the period indicated on the invoice. 9.9. The Business Customer may obtain a duplicate of the bill from Yollty by a written request.  Yollty reserves the right to bill administrative fees of €10 for each duplicate sent by post.  9.10. Yollty debts and bills shall automatically and without any formality or notice, bear interest at  the legal rate, as from the due date.  

9.11. Any late payment will result in the Business Customer being obliged to pay late payment  interest, as well as being obliged to pay a fixed sum of €40 for recovery costs.  9.12. Other than the fixed sum set out in Article above, Yollty is entitled to claim compensation  from the Business Customer for all the other recovery costs, such as lawyer's fees to the  extent as permitted by law, without prejudice to the provisions of Articles 23 and 24 of these  General Terms and Conditions of Sale.  

9.13. The Business Customer will be responsible for any sales, use, value-added or import taxes,  customs duties or similar taxes assessed in accordance with applicable law with respect to  the provision of the Yollty Services. 

10. The Business Customer's obligations  

10.1. The Business Customer commits to use the Yollty Services in a prudent and responsible  manner, in accordance with the provisions of the Contract and the laws and regulations in  force, in particular regarding public order and public decency.  

10.2. The Business Customer shall ensure that its employees use the Yollty Services in accordance  with the provisions of the Contract and the laws and regulations in force, in particular  regarding public order and public decency.  

10.3. He/She also commits to only use the Yollty Services for the purposes of his/her own  professional, commercial, industrial, artisan or liberal profession activities. 

10.4. The Business Customer and his/her employees may not directly or indirectly commit acts  liable to damage the integrity or reliability of the Yollty Services. 

10.5. The Business Customer commits to only use devices approved under the Luxembourg  regulations in force and which are in perfect working order. The Business Customer shall not  connect any other element that may cause disruptions to the Yollty Services to the devices  and their accessories.  

10.6. The Business Customer is aware that by activating, consuming and/or using, directly and/or  via its employees, services not included in the Yollty Services fee covered by the Subscription  Contract, such as spending Yollty points and sending messages, he/she shall exclusively bear  the fees related to the usage and/or activation of such services, even if he/she had not  agreed to this usage or these activations, and even if his/her employees acted outside their  duties or for purely private purposes.  

10.7. The Business Customer commits to release and hold harmless Yollty of any conviction that  may be given to it due to improper use of the Service by the Business Customer and/or  his/her employees, and/or due to the Business Customer or his/her employees violating one 

or several obligations arising from the Contract and/or the laws and regulations in force.  10.8. The Business Customer commits to release and hold harmless Yollty of any fees related to  the usage and/or activation of services not included in the Yollty Service fee covered by the  Subscription Contract. 

10.9. The non-performance or late performance of any of his/her obligations arising from the  Contract and the General Terms and Conditions of Sale shall lead to the Business Customer having to pay damages and interest.  

10.10. The Business Customer commits to not use our Services in any way or take any action that  causes, or may cause, damage to the Services or impairment of the performance, availability  or accessibility of the Service; 

10.11. The Business Customer commits to not use our Services in any way that is unlawful, illegal,  fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful  purpose or activity; 

10.12. The Business Customer commits to not use our Services to copy, store, host, transmit, post,  send, use, publish or distribute any material which: 

- consists of (or is linked to) any spyware, computer virus, Trojan horse, worm,  keystroke logger, rootkit or other malicious computer software; 

- do not comply with the content rules set out in Article 12 

10.13. The Business Customer commits to ensure that all the information you supply to us through  our Services, or in relation to our Services, is true, accurate, current, complete and non misleading; 

10.14. The Business Customer will not use any Yollty Services and/or Yollty Software to send any  message, e-mail or other communications which violate any applicable regulation, rule,  industry protocol or law. 

10.1. The Business Customer commits to keep their password confidential. 10.2. The Business Customer must notify us in writing immediately if they become aware of any  disclosure of their password. 

11. The Business Customer's responsibility  

11.1. The Business Customer is entirely responsible for the acts, activities or omissions of its  employees, during and even outside their duties, particularly in the case of excessive or  abusive use of the Service by the latter.  

11.2. The Business Customer must pay damages for any act, activity or omission by its employees  which contravenes the provisions of the Contract, the General Terms and Conditions of Sale  and/or the laws and regulations in force.  

11.3. The Business Customer ensures that all fees and bills relating to the use of the Service are  paid, even in the event of excessive use or misuse by one of his/her employees, without being  able to raise defenses to Yollty regarding the use of the Service by its employees, outside  their duties, or for purely private purposes.  

11.4. The Business Customer is entirely responsible for any act or omission by its employees which  contravenes the copyright attached to the software provided to the Business Customer by  Yollty.  

11.1. The Business Customer are responsible for any activity on Yollty Services arising out of any  failure to keep their password confidential, and may be held liable for any losses arising out of  such a failure. 

12. Your content: rules 

12.1. By using the Yollty Services you will have the opportunity to post, send, publish and/or submit  content to us or the clients. You warrant and represent that your content will comply with  these terms and conditions. 

12.2. Your content must not be illegal or unlawful, must not infringe any person's legal rights, and  must not be capable of giving rise to legal action against any person (in each case in any  jurisdiction and under any applicable law). 

12.3. Your content, and the use of your content by us in accordance with these terms and  conditions, must not: 

- be libelous or maliciously false;

- be obscene or indecent; 

- infringe any copyright, moral right, database right, trade mark right, design right, right  in passing off, or other intellectual property right; 

- infringe any right of confidence, right of privacy or right under data protection  legislation; 

- constitute negligent advice or contain any negligent statement; 

- constitute an incitement to commit a crime, instructions for the commission of a  crime or the promotion of criminal activity; 

- be in contempt of any court, or in breach of any court order; 

- be in breach of racial or religious hatred or discrimination legislation; 

- be blasphemous; 

- be in breach of official secrets legislation; 

- be in breach of any contractual obligation owed to any person; 

- depict violence in an explicit, graphic or gratuitous manner; 

- be pornographic, lewd, suggestive or sexually explicit; 

- be untrue, false, inaccurate or misleading; 

- consist of or contain any instructions, advice or other information which may be  acted upon and could, if acted upon, cause illness, injury or death, or any other loss or  damage; 

- constitute spam; 

- be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social,  menacing, hateful, discriminatory or inflammatory; or 

- cause annoyance, inconvenience or needless anxiety to any person. 

12.4. Yollty reserves the right to monitor all content submitted by you through the use of the Yollty  Services but at no instance Yollty is obliged to do so. You shall be the solely responsible of all  content you submitted to the Yollty Services. 

13. Excessive use or misuse of the Yollty Services 

13.1. The Business Customer is solely responsible for the use of the Service.  13.2. The Business Customer commits to use the Service in a prudent and responsible manner,  abstaining from any excessive use or misuse, particularly when he/she takes advantage of  offers which include so-called "unlimited" options.  

14. Privacy Policy 

Yollty’s current privacy policy is available at Yollty’s website (the "Privacy Policy"), which is  incorporated by this reference. Yollty strongly recommends that you review the Privacy Policy  closely. 

15. Changes to these General Terms and Conditions of Sale and the tariffs for  the Yollty Services.  

Yollty reserves the right to amend all or part of these General Terms and Conditions of Sale,  as well as the tariffs that apply to the Yollty Service, without paying compensation to the  Business Customer. In such case Yollty will inform the Business Customer of such  amendments in writing with explicit confirmation that the Business Customer has the right to  terminate the Contract without any indemnity begin due within a period of 30 days as from  the receipt of the letter confirming such amendment. 

16. Changes to the services and/or the equipment  

16.1. Due to requirements related to the operation or organization of the Yollty Services, Yollty may  be obliged to alter the content or characteristics of the services covered by the Contract,  however it may not alter its basic characteristics.  

16.2. These changes made due to technical reasons do not entitle the Business Customer to any  compensation.  

16.3. In the same way, following certain technical constraints and/or changes, access to the Yollty Service may, during the performance of the Contract, require a change, replacement or  purchase of one or several pieces of new equipment such as a new model of mobile  telephone, etc. This change, replacement or purchase does not entitle the Business Customer

to any compensation.  

17. Customer service  

A customer service is available in order to, where possible, answer all the Business  Customer's questions regarding the Yollty Service. 

18. No guarantee clause 

Yollty provides no other guarantees then the conformity of the Yollty Services with all  applicable laws and regulations. 

19. Exclusion and/or limitation of liability clause  

19.1. The Business Customer expressly acknowledges and agrees that use of the Yollty Services  provided is at his/her sole risk. 

19.2. The Yollty Services are provided "as is" and “as available”, with all faults and without warranty  of any kind. In case of complaints, Yollty will endeavor to remedy such complaints to the  furthest extent possible. In case of remaining complaints the Business Customer has the  right to terminate the Contract without any indemnity begin due within a period of 30 days as  from the confirmation by Yollty or the observation by the Business Customer that no remedy  is possible. Yollty does not warrant that the functions contained in the Services will meet your  requirements, that the operation of the Services will be uninterrupted or error-free. No oral or  written information or advice given by us or our authorized representative shall create a  warranty.  

19.3. Yollty cannot be held liable, particularly in the following cases:  

- If the Contract is terminated due to the Business Customer being in breach of any of its  obligations arising from the Contract or these General Terms and Conditions of Sale;  - In the event of incorrect use, excessive use or misuse of the Service;  

- If the Service is suspended in accordance with Article 23 of these General Terms and  Conditions of Sale;  

- If there is a malfunction in the operation or use of any equipment not covered by a  subscription contract and/or sales contract with Yollty; 

- If inadequate equipment is used, preventing relevant interoperability with the Yollty Services;  - In the event of illegality and/or errors affecting the content of the information, messages or of  any other digital content accessible via the Yollty Services;  

- In the event of illegality and/or errors affecting the information provided and the content of  the services offered by service providers or operators other than Yollty;  

- In the event of billing errors attributable to service providers or third-party platforms;  - If fees related to the usage and/or activation of services by the Business Customer which are  not included in the Yollty Services fee covered by the Subscription Contract, are billed.  19.4. Yollty cannot be held liable for an amount exceeding the monthly subscription fees paid by  the Business Customer, particularly in the following cases:  

- In the event of brief or prolonged disruptions or interruptions in the Yollty Services caused by  works to perform maintenance and/or improve the Yollty Service in general;  

- In the event of brief or prolonged disruptions or interruptions to the services supplied by third party service providers, operators or platforms;  

- In the event of brief or prolonged disruptions to or interruptions of the Yollty Services caused  by the presence of obstacles such as buildings, vegetation or landscape; 

- In the event of brief or prolonged disruptions to or interruptions of the Yollty Service caused  by force majeure;  

20. Transfer and sub-contract  

20.1. The Subscription Contract is a contract concluded intuitu personae for Yollty, and the Service  covered by the Contract is for the exclusive use of the Business Customer.  

20.2. Consequently, the Contract may not under any circumstances be transferred, or sub contracted by the Business Customer, without express prior written consent from Yollty.  20.3. The Business Customer is solely responsible to Yollty for the performance of all its  obligations arising from the Contract and from these General Terms and Conditions of Sale. 

20.4. Yollty shall have the right to fully or partially transfer its rights and obligations arising from  the Contract without the consent of the Business Customer and without the latter being  entitled to any compensation due to this transfer. 

21. Public order and public decency 

Yollty reserves the right to restrict or to prevent access, without notice or other formalities, to  certain services or information, as well as to alter certain services or information, if the latter  are likely to contravene applicable laws, or public order or public decency. 

22. Intellectual property  

22.1. Yollty or, as the case may be, a third company, retains ownership of the software programs  and the related documents which may have been provided to the Business Customer in the  context of the Yollty Services (hereinafter referred to as 'Yollty Software').  

22.2. Yollty is the sole and exclusive owner of all right, title and interest in and to any data provided  to Yollty by the customers of the Business Customer or any end user to Yollty (collectively  hereinafter referred to as “End Customers') in connection with the Yollty Services, including  without limitation all e-mail and/or other contact information (“Customer Data”). As such, you  shall not, unless the applicable customer has separately taken all steps necessary to opt in to  provide contact information to you, be provided with or otherwise have access to the  Customer Data. Yollty agrees to provide aggregated and anonymized statistical information  that can’t be used to identify, contact, or locate a single person, or to identify an individual in  context. Business Customers agrees that they shall at all times comply with Yollty’s privacy  policy and all applicable law, rules and regulations with respect to all Customer Data that they  might have received. The parties shall fully indemnify each other (and its officers, directors,  employees and consultants) for all breaches of their obligations under this provision and the  relevant privacy regulations. Customer Data may include: customer's name, number of visits, collected points, pictures, etc. 

22.3. The Business Customer receives a non-exclusive and non-transferable right to use Yollty software, in a manner consistent with the objectives and limits defined in the context of the  contractual relationship between Yollty and the Business Customer relating to the Yollty Service, for the duration of the Contract.  

22.4. Yollty shall be entitled, in its sole discretion and without notice to any party, to redesign  and/or modify all or any portion of the Yollty Software (including without limitation any mobile  application and/or software) at any time. 

22.5. The user license stipulated in Article 22.3. is granted to the Business Customer in his/her  capacity as an end user and exclusively for his/her personal use. The Business Customer commits not to transfer or lease Yollty software and the related documents and not to permit any use of this software or these documents by third parties.  

22.6. The Business Customer commits not to copy or have copies made of Yollty software and/or  the related documents, in particular by its employees. It also commits not to subject Yollty software to de-compilation, analysis or reverse engineering processes, not to create derived  software and not to use the software in a way other than that set out in the context of the  contractual relationship between Yollty and the Business Customer.  

22.7. The Business Customer is fully responsible for the use, loss, theft or damage of the Yollty software and/or the related documents, regardless of the cause.  

22.8. When the Contract expires, the Business Customer must return the Yollty software and  related documents.  

23. Exception of non-performance: suspension of the Contract  23.1. In the event of full or partial non-payment or late payment of a bill, Yollty may suspend the  Service without prior formal notice, without the Business Customer being entitled to any  damages due to this suspension.  

23.2. More generally, in the event of non-performance, improper performance or delay in the  performance of any of its obligations under this Contract, Yollty may suspend the provision of  the service if the Business Customer does not perform after having been notified of its  improper performance, does not remedy such improper performance . In such case, the  remaining sums due shall immediately become payable. 

23.3. Yollty may also suspend the Service in the event of proof of fraud or strong suspicion of  fraud.  

23.4. If the thresholds limits are exceeded for Contracts entitling the Business Customer to a  specific quantity of a Service on a monthly basis, or if there is an abnormally excessive  increase in the quantity and/or amount of the Business Customer’s usage, Yollty reserves the  right to suspend the Service.  

23.5. Other than the case of force majeure, Yollty also reserves the right to suspend the service  without notice or compensation, due to technical operating requirements.  

23.6. In the suspension cases referred to in Article 23 of these General Terms and Conditions of  Sale, the suspension and reconnection fee for the Service shall be borne by the Business  Customer.  

23.7. If the Service is suspended, due to non-performance, improper performance or delay in the  performance of any of its obligations under this Contract, the Business Customer must still  meet all his/her obligations under the Contract. In particular, the Business Customer must still pay Yollty the full amount of the subscription fees that become due, until the end of the  Contract.  

23.8. Yollty reserves the right to automatically terminate the Contract, without notice or  compensation, ten days after the date of suspension if such suspension was based on a lack  of payment by the Business Customer, if the Business Customer still cannot provide proof  that he/she has paid all amounts that are due and payable under the Contract.  

24. Termination 

24.1. Termination by Yollty 

Yollty is entitled to terminate the Contract without any compensation or reduction in fees for  the Business Customer if the latter is in breach of any of his/her obligations under the  Contract, in particular: 

- In the event of non-payment or late-payment of a bill;  

- If the Contract is suspended, if the Business Customer has failed to supply proof as provided  in art. 24.8 within a period of ten days after the date of suspension;  

- In the event of misuse, excessive use or fraudulent use of the Service;  

- If the Business Customer provides false information when signing up for the subscription, or  fails to provide Yollty with any changes applicable to this information.  

- If the Business Customer fails to pay the guarantee deposit referred to in Article 9 of these  General Terms and Conditions of Sale;  

24.2. The Contract shall be terminated automatically by virtue of law if the Business Customer files  for bankruptcy, liquidation or dissolution.  

24.3. The Contract shall end automatically by virtue of law when the operating authorizations granted to Yollty by the Luxembourg authorities expire. Any pre-payments and guarantees will  be returned to the Business Customer after having set-off all the Business Customer's due  and payable debts.  

24.4. Termination by the Business Customer 

If the Business Customer terminates the contract before the end of the Contract period, as  stipulated in the Contract and in accordance with the provisions of Article 6 of these General  Terms and Conditions of Sale, he/she must pay Yollty the full subscription fees that become  due, until the end of the Contract period. 

25. Damages 

25.1. Any excessive use and/or misuse of the Service may lead to the Business Customer having to  pay damages, without prejudice to the provisions of Articles 23 and 24 of these General  Terms and Conditions of Sale.  

25.2. Any termination and/or suspension of the Contract due to the Business Customer being in  breach of any of his/her obligations arising from this Contract or these General Terms and  Conditions of Sale, the Business Customer may be liable to pay damages.  

25.3. If the Business Customer is in breach of any of his/her obligations arising from the Contract  and the General Terms and Conditions of Sale, the Business Customer may be liable to pay 

damages and interest.  

26. Indemnification 

You agree to indemnify and hold harmless Yollty, its contractors, and its licensors, and their  respective directors, officers, employees and agents from and against any and all claims and  expenses, including attorneys' fees, arising out of your use of the Yollty Services, including but  not limited to out of your violation this Agreement. 

27. Invalidity 

The invalidity of one or several clauses of these General Terms and Conditions of Sale will not  lead to the invalidity of the other clauses, which remain valid and perfectly enforceable. 

28. Penalty clause 

In the event of gross and willful negligence attributable to Yollty, Yollty will fully guarantee the  Business Customer for any damages the latter may need to pay to any third parties and/or  authorities as a consequence thereof. Without prejudice to this full guarantee, in the event of gross and willful negligence attributable to Yollty, on top of such guarantee, the latter shall not  be liable to pay a sum of more than one year worth of fees in damages to the Business  Customer. 

29. Choice of forum clause 

Any dispute concerning the existence, interpretation or performance of the Contract and  these General Terms and Conditions of Sale shall be subject to the exclusive jurisdiction of  the courts of Luxembourg. 

30. Applicable Law 

Luxembourg law applies exclusively to the Contract and to these General Terms and  Conditions of Sale. 

The Business Customer expressly agrees that he/she was in a position to be aware of the  General Terms and Conditions of Sale and accepts them without reserve or limitation.