Terms & Conditions
1. Introduction
Yollty (hereafter referred to as “Yollty”), a société anonyme (Public Limited Company) governed by Luxembourg law, with its registered office at 74 Rue du Canal, 4051 Esch-sur-Alzette, 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.