Terms and conditions

The following dispositions constitute the Terms and Conditions under which the Company provides the Services to the Customer.

Article 1 : Definitions

Terms starting with a capital letter will have the following meanings:

1.1. “Allergens” means “any products or substances causing allergies or intolerances” in accordance with Annex II of the INCO Regulation.

1.2. “Contributions” means the data encoded or provided by the Customer in other to obtain the Results, such as recipes or technical data sheets (including at least a list of Ingredients, their weights, as well as the number of portions) and information appendices relating to the recipes or the Ingredients which compose it (cost of purchase, cooking, exact weight, origin, conditioning of the Ingredients, composition of the “all-made” products, etc.).

1.3. “Bugs”: means design flaws of the Software causing a blocking malfunction preventing the use of the Software.

1.4. “Customer” means any natural or legal person who orders the Services to the Company.

1.5. “Collaborators” means the employees, agents, subcontractors, partners or others of the Corporation.

1.6. “Account” means the online account that the Customer must open on the Website to have access to the Software.

1.7. “Terms and Conditions” means the present terms and conditions and their possible modifications.

1.8. “Contract” means the Terms and Conditions, all agreements to which they are attached and / or all documents referred to (offer, purchase order, invoice, email, etc.).

1.9. “Mandatory Nutrition Declaration” means, in accordance with Article 30 of the Regulations, the following :
a) the energy value; and
b) the amount of fat, saturated fat, carbohydrates, sugars, protein and salt.

1.10. “Quarterly Software Availability (%)” means the report, for the duration of a quarter, defined as equal to 100% minus the percentage of the Software Unavailability (this percentage is calculated by dividing the Unavailability of the Software by the total number of minutes of a quarter)

1.11. “Quarterly Availability of the Software Guaranteed ” means the minimum of the Quarterly Availability of the Application guaranteed by YouMeal during the duration of the contract with the customer.

1.12. “Documentation” means the instructions for using the Software.

1.13. “Dishes Presentation Sheets” means the dishes presentation sheets that contain information on Allergens, the Descending Weight List of Ingredients, the Mandatory Nutrition Declaration, Complementary Nutrients, Environmental Impacts and the Health-Planet Score.

1.14. “Force Majeure” means circumstances that are beyond the control of the Company and that result in an inability to provide the Services under the Contract. The following are cases of force majeure: government measures, war and terrorism acts, strikes, labor shortages, shortages of raw materials, shortages of equipment or means of transport, machinery breakdowns, fires, floods, storms, explosions, and other natural disasters but also hacking and any failures attributable to third parties involved in the proper functioning and normal use of the Software (Internet Service Providers, web hosts) ).

1.15. “Working Hours” From 9 am to 5 pm (GMT + 1) during working days in Belgium (see details of statutory holidays on the website https://www.belgium.be.

1.16. “Environmental Impacts” means adverse environmental consequences due to the production of Ingredients (e.g. a decrease in non-renewable natural resources such as the amount of water (L) needed to water crops and livestock, or the pollution emitted in the environment).

1.17. “Ingredient” means a food that has a reference and various characteristics in the Software and that is intended to compose a recipe. If the reference changes, this is another additional ingredient.

1.18. “Planned Unavailability” (applicable to the availability of the YouMeal online application): This is the unavailability period of the YouMeal Software that YouMeal has planned outside of Business Hours and the client has been informed at least two days in advance

1.19. “Unavailability of the User Interface” means the unavailability of the User Interface is counted when at an interval of 5 minutes, two consecutive attempts to access the user interface (www.youmeal.net) fail the User Interface is considered when at an interval of 5 minutes, two consecutive attempts to access the user interface succeed.

1.20. “Unavailability of the Application” means the sum of the minutes of the Unavailability of the User Interface, excluding the periods of planned unavailibility and Emergency Maintenance.

1.21. “Decreasing Weight List of Ingredients” means the list of all Ingredients of a recipe encoded by the Customer, ordered in a decreasing manner with respect to the weight of their edible portion.

1.22. “Software” means the YouMeal software, including the databases attached to it. The Software allows the Customer to obtain the Results defined in Article 1.21.

1.23. “Emergency Maintenance” means the unavailability communicated to the customer less than two days in advance.

1.24. “Complementary Nutrients” means certain nutrients complementary to the Mandatory Nutrition Declaration, such as minerals, vitamins and fiber. These nutrients are expressed in percent of recommended daily intake per plate.

1.25. “Price” means the price agreed by the parties and paid by the Customer for Services provided by the Company.

1.26. “Intellectual Property” means the intellectual property rights related to the Software and its databases, Results and Communication Media, such as trademark rights, trade name rights, designs, logos, patents , copyright, sui generis database rights, software rights, know-how rights, other intellectual property rights, whether registered or unregistered, and all applications for of any of the foregoing rights, and any other rights to provide similar protection or effect similar to any of the above rights, anywhere in the world

1.27. “Recipes” means a composition of two or more ingredients. 80% of the customer’s recipes must be composed of more than two ingredients. A recipe is defined by its reference and by its name (it takes 50% of common characters between the old name and the new name). Any recipe that bears another reference will therefore be an additional recipe.

1.28. “INCO Regulation” means Regulation (EU) No 1169/2011 of the European Parliament and of the Council of 25th October 2011 on the provision of food information to consumers.

1.29. “Results” means information obtained by the Client using the Software after encoding Contributions. Results include at a minimum Allergens, Decreasing Weight List of Ingredients, Mandatory Nutrition Declaration, Complementary Nutrients, Environmental Impacts and the Health-Planet Assessment. In case the Customer encodes the purchase cost of his Ingredients, he will also obtain the material cost of his dish. The results are listed on the Dish Presentation Sheet.

1.30. “Health-planet assessment” refers to the score that synthesizes Complementary Nutrients, Environmental Impacts, and certain Nutrients in the Mandatory Nutrition Declaration (such as Proteins, Saturated Fatty Acids, and Salt).

1.31. “Services” means the services described in the Contract and provided by the Company to the Customer. Services include the provision of the Software and Communication Supports.

1.32. “Site” means the website www.youmeal.net through which the Software is accessible.

1.33. “Company” means the company YouMeal.

1.34. “Communication Supports” means the material provided by the Company, intended to explain the Results and the YouMeal concept to Customers, their customers and consumers: website youmeal.info, Dishes presentation sheets, poster presentation of color scale, roll ups and totems, display stands for tables, placemats, etc..

Article 2 : Services Provision

License to use the Software

2.1. Once the customer has regularly opened his account, he benefits from a non-exclusive and non-transferable license to use the Software.

2.2. The license referred to in article 2.1 does not imply the delivery of a copy of the Software to the Customer. The Software is and remains hosted on servers owned or rented by the Company, and is exclusively accessible via the Site. To access and use the Software, the Customer must open an Account following the instructions provided by the Company.

2.3. The Documentation is made available to the Customer according to the terms agreed between the parties.

2.4. The Customer may only authorize third parties to use the Software via his Account with the prior and express agreement of the Company.

2.5. The Customer will take all necessary measures to ensure that any person who has legitimate access to the Software complies with the obligations imposed by the Agreement.

Provision of Communication Supports

2.6. Communication Materials will be made available to the Customer subject to the following three conditions :
a) The customer benefits from the License of communication of the results provided in article 4.6.
b) at least 80% of the dishes that the Customer proposes in his restaurant constitute a Communication Support (and in particular dishes presentation sheets).
c) Clear and visible presentation for the customers, within the restaurant, Communication Supports.

2.7. In case the Contract includes the provision of Communication Supports, these will be delivered to the Customer according to the terms agreed between the parties..

2.8. The Customer will make sure to keep the Communication Supports in good condition. The parties will agree, if necessary, to replace the damaged Communication Supports during the duration of the contract.

2.9. At the end of the Contract, for any reason whatsoever, the Customer will return to the Company, in accordance with the instructions given by the latter, the Communication Supports placed at its disposal. In case they are damaged, the Company reserves the right to claim from the Customer an indemnity equivalent to the cost of replacing damaged Communication Supports.

Article 3 : Point of taking effect and duration of the contract

3.1. The Contract shall take effect on the date specified by the parties in the Contract.

3.2. Subject to the cases of early termination provided for in Article 7, the Contract is concluded for a period of 3 years.

3.3. The contract is renewable at the end of the term by tacit consent.

Article 4 : Intellectual property

Ownership and licenses

4.1. The Software, the Documentation, the Results, the Communication Supports and the related intellectual property rights are the exclusive property of the Company. The Contract does not transfer ownership of the Software, Documentation, Results and Communication Supports to the Customer.

4.2. The Customer undertakes not to contest the Company’s intellectual property rights related to the design and marketing of the Software, the Results and the Communication Media.

4.3. The Company declares that, to the best of its knowledge, the use of the Software, Results and Communication Supports does not infringe the Intellectual Property and the contractual rights of third parties.

The software

4.4. The Company grants to the Customer, who accepts, during the duration of the contract, a non-transferable and non-exclusive license to use the Software and Documentation for its internal needs.

4.5. Customer is not authorized to reproduce, translate, modify, adapt, change, decompile, do reverse engineering and disassemble the Software, its components and the Documentation, in any manner and in any form whatsoever.

Communication of Results

4.6. Without prejudice to Articles 4.8 and 4.9, the Company grants to the Customer, who accepts, during the duration of the contract, a non-transferable and exclusive license to communicate the Results of the Receipts. The results of the ingredients can not be communicated under any circumstances. However, given their evolutionary nature, the right of communication of the following results will be limited to four (4) months: Allergens, Mandatory Nutrition Declaration, Complementary Nutrients, Environmental Impacts and Health-Planet Score. These results must be recalculated and regularly updated. We recommend updating the communication of the results (Allergens, Mandatory Nutrition Declaration, Complementary Nutrients, Environmental Impacts and Health-Planet Score), given their evolutionary nature, following a modification of the recipe by the client or at most after 4 months,

4.7. Any communication made in addition to the Communication Supports will mention the name YouMeal and the date of calculation of the Results.

4.8. During and after the expiry of the Contract, the Company will retain the right to use the anonymized Results for statistical purposes.

4.9. Similarly, during and after the expiry of the Contract, the Company will have the right, in the respect of the image and reputation of the Customer, to use the Results for the purpose of informing consumers

Communication Supports

4.10. The Company grants to the Client who complies with the conditions of article 2.6, during the duration of the Contract, a non-transferable license to use the Communication Supports.

4.11. The Customer is not authorized to reproduce, translate, modify, adapt, change and decompile the Communication Supports in any way and in any form whatsoever.

Contributions

4.12. Contributions are presumed to be the exclusive property of the Client.

4.13. To the extent that the Contributions are not, in whole or in part, the exclusive property of the Customer, the latter warrants that he has received and, where appropriate, is in a good position to obtain all the authorizations necessary for the use of these Contributions for the performance of the Contract.

Article 5 : Warranties and Liabilities

The Company

5.1. The Company guarantees the conformity of the Software and Communication Supports with the specifications of the Contract. The Quarterly Availability of the Guaranteed Software is 95%. Unless specifically agreed in writing between the customer and YouMeal, there will be no more than 3 Planified Unavailability periods per month.

5.2. With the exception of the guarantee referred to in article 5.1 above, a specific exemption of the General Conditions or the support provided for in article 6, the Company does not offer any other guarantee and assumes no liability for Services provided.

5.3. The performance of the Company under the Contract is an obligation of means. The Company shall make every effort to provide the Services and Deliverables. The delivery and execution times are given for information only. The Services and Deliverables will be provided for their usual use, and no other warranty or representation, express or implied, including, but not limited to, the warranties of merchantability, quality, performance or non-infringement shall apply. The obligation of the Company cannot be considered as a duty to achieve a defined result. The Company does not guarantee that the Services and Deliverables will meet the specific needs of the Customer or will be free of errors. The Company does not guarantee that the Services and Deliverables will operate continuously.

5.4. The Company will make best efforts to ensure that Customer’s Results are complete, correct, accurate and up-to-date. However, given the inaccuracies that may be contained in the information provided to the Company and the number of external parties (suppliers, agro-industrialists, etc.), the Client acknowledges that the Results are only indicative..

5.5. Whatever the nature, the basis and the terms of the action brought against the Company or its Employees, the total indemnity due to the Customer as compensation for his loss shall not exceed the amount of the Price of the services paid and the object of the claim, except in cases of gross negligence or malicious behavior on the part of the Company or its Employees.

5.6. In no event shall the Company be held liable for damages resulting from a commercial loss or loss of earnings suffered by the Customer as a result of the use of the Software, Communication Support or Results. Similarly, the Company cannot be held liable for damages resulting from inappropriate or improper use of the Software, Communication Support or Result by the Customer.

5.7. The Company cannot be held responsible for delays or damages resulting from obligations of the Customer, in particular if the latter has not provided the information and / or the Contributions necessary to the opening of his Account or to obtaining Results.
The customer

5.8. The Customer shall be solely responsible for the use of the Software, Communication Media provided by the Company, and the Results.

5. 9. The Customer will be solely responsible for the harmful consequences that would result from the exploitation of Results resulting from incorrect or incomplete encoding by the Customer of his Contributions.

5.10. The Customer warrants that its Contribution does not infringe the rights of Third Party Intellectual Property, the right to privacy, the right to the image or any other right of third parties, is not contrary to the good morals, to the public policy or any applicable codes of conduct, that the computer data provided by it are free from viruses, and generally that its Contributions are not contrary to applicable laws and regulations, such as the law on business practices.

5.11. The Customer shall indemnify the Company for any damage caused directly or indirectly by:
a. one of the elements of its Contributions, such as a virus, a “bug” or a default in a drawing or a file ;
b. any claim by a third party concerning the use of the Software, a Communication Support or Results by the Customer.

5.12. The Customer shall ensure the Software, Communication Supports and Results a serious operation, diligent and in accordance with the terms and conditions agreed by the parties. The Customer will refrain from any exploitation and promotion of the Software, Communication Media, and Results that would be prejudicial to the honor or reputation of the Company.

5.13. The delivery of the Services and Deliverables depends on the active involvement of the Customer in the delivery. The Customer is obliged to (i) provide the Company with all necessary data and information in writing and on time, and to inform the Company of all conditions relating to the delivery of the Services and Deliverables, (ii) contribute to the organization of work, and (iii) provide the necessary and qualified internal resources to deliver the Services and Deliverables as agreed.

5.14. The customer agrees to use the software with the following browsers: Chrome, Firefox and Safari.

Article 6 : Support

6.1. The Company undertakes, at its expense and in accordance with the terms set out in this article, to correct the Bugs.

6.2. This support will be subject to the following conditions :
• the Customer must have complied with the instructions for use of the Software that are specified in the Documentation ;
• the programs or instructions in question may under no circumstances have been modified by anyone other than the Company.

6.3. In addition, this support guarantee does not apply :
• operating errors resulting from accidents, defects in the Customer’s hardware, or abnormal use of the Software by the Customer;
• any failure attributable to a third party involved in the proper functioning and normal use of the Software (online access providers, web hosts, etc.);
• in case of Force Majeure, as defined in Article 10 of the Terms and Conditions.

6.4. The intervention of the Company will be based on a precise and detailed description (the ‘Description’) of the problem transmitted to the Company by a Client reference person.

6.5. The intervention procedure of the Company will be as follows :
– the Company will acknowledge receipt of the Description to the Customer within a maximum of 72 hours following receipt of the Description (working days);
– If it is a Bug, the Company will provide its best efforts to remedy it as soon as possible;
– If this is not a bug, the Company will inform the Customer and the parties will consult to resolve, if the normal use of the Software requires it, the problem found.
– There will be no more than 5 hours of Emergency Maintenance per month

6.6. In the event that the Company fails to resolve a bug, and provided that the Customer has suffered a real prejudice, the Company will propose to the Customer a commercial gesture that will be negotiated in good faith, for example a period of free use of the Software.

6.7. In the event of repeated unjustified requests from the Client, the Company reserves the right to bill the Client in time for the examination of said requests for intervention.

Article 7 : Exemption of non-execution and termination

7.1 The Company may suspend all or part of its contractual obligations, with immediate effect and without notice, in the event of non-compliance by the Client with its contractual obligations, particularly in the event of failure to pay the Price without prejudice to its right to cancellation provided below.

7.2. The Company shall have the right to immediately terminate the Contract without notice or compensation, without prior formal notice, and without prejudice to possible damages, in case of :
a. judicial reorganization, bankruptcy, dissolution or termination of the Client for any reason whatsoever;
b. Failure by the Client to its contractual, legal and regulatory obligations, and, in the event that this failure can be remedied, if the Customer does not remedy within fifteen (15) calendar days following its termination by written notification from the Company ;
c. Force Majeure as described in Article 10 below, if this situation of force majeure lasts for more than two (2) months ;
d. in case of late payment of sums due by the Customer, more than 8 (eight) calendar days after written notification to the latter.

7.3. The Company will also have the right, if it terminates the Contract on the basis of article 7.2 above:
a. to suspend or close the Client’s Account;
b. in addition to what is provided for in point c. hereinafter, to claim the payment of the services performed for the Customer up to termination date;
c. as a penalty, to retain any amount paid by the Customer on the date of termination of the Contract and to claim from the latter all of the annual licenses remaining due on the Software under the Contract;
d. to require that the Communication Supports provided to the Client in execution of the Contract be returned to him at first request.

7.4. The Customer shall have the right to immediately terminate the Contract without notice or compensation in the event of failure by the Company of its contractual, legal and regulatory obligations, and, in the event that this failure can be remedied, if the Company does not remedy it within fifteen (15) calendar days of denunciation by written notification from the Client.

7.5 In the event that the Client terminates the Contract outside the case referred to in article 7.4, he will be liable to the Company for the following damages:
– 50% of the deposit if this termination occurs within seven (7) days of the signing of the Contract;
– the entire deposit if this termination occurs more than seven (7) days after the signing of the Contract, plus the deductions provided for in article 7.3 c.

7.6. At the end of the Contract, the Contributions will, if necessary, be returned to the Customer according to the terms and conditions provided for in the Contract..

Article 8 : Confidential Information

8.1. Each party agrees to treat as confidential and not to disclose all information designated as confidential by the other party and to which it has or must have access in connection with the performance of the Contract. Any exchange of confidential information will be in writing. For confidential information communicated by one party to the other party orally or visually during meetings, the receiving party shall be informed of the confidential nature of such information at the time of disclosure. This confidentiality must be confirmed in writing within thirty (30) days following the oral or visual disclosure of the information. Each party remains the owner of the information it communicates to the other party.

8.2. Unless the Parties agree otherwise, the following shall be regarded as confidential: Results not covered by a communication license, as well as information on the respective activities of the Parties (strategy, financial, technical and commercial information, etc.).

8.3. Must not be considered confidential:
a. party-specific information made public by this party ;
b. information legally obtained from a third party who is not bound by an obligation of confidentiality ;
c. the information known or developed independently by a party prior to transmission within the framework of the Contract, provided that the latter can provide proof of this ;
d. information that has fallen into the public domain when it is communicated or subsequently, without the intervention or fault of the party who received it.

8.4. Each Party undertakes to take all necessary measures to maintain the confidential nature of the confidential information received from the other party, and in particular to:
a. disclose, in whole or in part, orally or in writing, confidential information only to subcontracted employees or representatives of the parties who need to know it in the performance of the Contract. The latter will be informed of the content and obligations arising from the Contract and each party will be held responsible for any breaches committed by one of its employees or representatives. Each party undertakes to communicate to the other party, if the latter so requests, the names of the persons who had access to the confidential information;
b. do not disclose confidential information to any third party except with the express written consent of the other party, and except as expressly provided by the Contract;
c. use confidential information only in achieving the objectives of the Contract;
d. return to the other party, on request of the other party, as soon as possible, any document and any copies, notes, registrations, memoranda or other document issued by it and containing confidential information ;
e. in the case of an order given by a judicial or administrative authority to disclose all or part of the confidential information of the other party, inform the other party within twenty-four (24) hours from the date of knowledge of said order. The party concerned undertakes to provide only the information that it is legally obliged to disclose and will endeavor to ensure that the information is, as far as possible, treated confidentially.

8.5. The obligation of confidentiality described in the Contract is valid both during the term of the Contract and after its expiry.

Article 9 : Prices, payment and taxes

9.1. The Contract shall specify the price applicable to the Services provided by the Company to the Client.

9.2. The company reserves the right to adjust rates on an annual basis at the beginning of the year according to the formula Tn = To (0.2 + 0.8 (Sn / So)) (where Tn = new tariff; To = old tariff, Sn = reference wage costs (national average – wages and benefits) published by the Agoria Technology Industry Federation, effective the month before the tariff adjustment, So = reference salary costs (national average – wages and benefits) published by Agoria, effective the month before the Contract takes effect).

9.3. A deposit, including the installation costs of the Software, will be paid by the Client upon signature of the Contract.

9.4. Any invoice list or other invoice will be payable in cash.

9.5. Any rights and taxes will be added to all charges in addition to the rate in effect on the date of invoice. Similarly, the costs of packaging, transport and delivery of Communication Media will be billed separately. Invoices are payable net and without discount, according to the payment schedule agreed by the parties.

9.6. Any unpaid sum will carry interest as of right without preliminary formality. The interest rate will be ten percent (10%) per year, applied from the date of payment indicated on the invoice until full payment. The Company shall be entitled to suspend the performance of the Services until payment of such invoice, without prejudice to the damages and interest to which it may be entitled and its right to early termination of the Contract referred to in Article 7.2.

Article 10 : Force Majeure

10.1. The Company shall not be held liable for any non-performance or delay in performance of an obligation of the Contract, which would be due to the occurrence of a Force Majeure event, provided that the Company takes all necessary measures to limit the effects of Force Majeure.

10.2. The Contract will be suspended for the duration of the Force Majeure Event. However, if the case of Force Majeure persists for more than two (2) months, the parties will meet to determine the conditions for continued performance of the Contract. In the event of failure of the negotiations, the parties may terminate the Contract in accordance with Article 7.2.c of Terms Conditions.

10.3. The Company undertakes to inform the Client of the occurrence of a case of Force Majeure, as soon as it is aware of.

Article 11 : Modification of Terms and Conditions

The Company reserves the right to modify or adapt the Terms and Conditions. Any major modification to the Terms and Conditions shall, however, apply to contracts in progress only with the acceptance of the Customer, who cannot oppose them without reasonable cause.

In particular, the Client’s agreement will not be required for the following modifications: definitions of Allergens, Contributions, Environmental Impacts and Results, modification of the content and / or the form of the Flat Presentation Form.

Article 12 : Generalities

12.1. Unless the parties have agreed otherwise, any notice between parties will be validly sent by ordinary mail, by fax or by email with acknowledgment of receipt. Any change of address must be notified in writing to the other party.

12.2. The possible nullity of one of the clauses of the Contract does not result in the nullity of the Contract. In the event of the cancellation of a clause of the Contract, the parties will jointly develop in writing together, as soon as possible, a new clause whose content and economic effects will be as close as possible to those of the canceled clause.

12.3. In case of occurrence, after the conclusion of the Contract or its amendments, unforeseeable events at the conclusion of these, which have the effect of causing disruption to the economy of the Contract, the Company may request the revision of the Contract or one of its amendments, so as to restore the original economy of the Contract.

12.4. The Contract constitutes the entire agreement between the parties. The provisions of the Contract nullify and abrogate all provisions of previous agreements and arrangements between the parties related to the contract purposes.

12.5. The Contract is concluded between two independent legal persons, none of them being able to represent or engage the other vis-à-vis third parties.

12.6. The failure of either party to enforce any provision of the Contract or to require the other party to perform any of the provisions of the Contract shall not in any circumstances be interpreted as a current or future waiver of the benefit of these provisions.

12.7. Unless otherwise specified in the Contract, Articles 4, 5, 7 and 8 of the Terms and Conditions shall survive the end of the Terms and Conditions, regardless of the reason.

Article 13 : Dispute settlement

13.1. Any dispute related to the Contract will be, if not amicably resolved, submitted to the competent courts of the judicial district of Nivelles, Belgium.

13.2. Only Belgian law applies to the Contract