Terms & Conditions

DEFINITIONS

For the purposes of these Terms and Conditions and all related documents, the capitalized terms defined below shall have the following meaning, whereby these terms may be used in either the singular or plural and vice versa, as the context requires:

Agreement: all agreements between the Customer and YAYA concerning the sale and supply of Products, Software and/or Services;

YAYA: YAYA Works B.V., having its principal place of business in (1017 JW) Amsterdam at the Prinsengracht 717, registered in the Trade Register of the Chamber of Commerce under number 92622372 as well as group companies affiliated with YAYA within the meaning of Section 2:24 b of the Dutch Civil Code;

Clause: the clauses in these Terms and Conditions;

Customer: the (legal) person or entity that has requested a Quotation and/or has entered into or (negotiations for) an Agreement with YAYA;

Data: all (technical) data and information of whatever nature and in whatever form and whether or not protected by IP Rights, that is provided by the Customer to YAYA by using the Products, Software and/or Services.

IP Rights: all worldwide copyrights, design rights, trademarks and trade names, patents, patent applications, and equivalents thereof, know-how, trade secrets and confidential information, moral rights, goodwill and all other intellectual property rights as they now exist and/or will arise in the future, including all registrations and applications of the foregoing relating to YAYA, the Products, the Software and the Services;

Party: the Customer and YAYA separately;

Parties: the Customer and YAYA together;

Products: the products that YAYA sells and/or provides to the Customer subject to the Agreement;

Quotation: any offer relating to the sale and/or supply of Products and/or Services made by YAYA to the Customer;

Services: all services that YAYA will, if agreed upon, perform under the Agreement such as but not limited to ‘holographic reception & front desk services’, ‘real-time guest check-in and check-out’, ‘concierge services’ and ‘on-demand guest assistance’, ‘back-office & hotel operations support’, ‘management of reservations’, billing reconciliation, ‘OTA (Online Travel Agency) coordination and chargeback resolution’, ‘remote surveillance support’, ‘provision, integration, and support for the property management system (PMS)’, ‘payment gateway’, ‘booking engine’, ‘digital key system’, ‘omnichannel guest communication platform’, ‘hardware deployment & maintenance: holobox installation, servicing, and performance optimization at the Customer’s premises’;

Software: the software developed and/or licensed to YAYA, including any associated documentation and/or materials, which is provided to the Customer (for the Services) subject to the terms of the Agreement and these Terms and Conditions;

Technical Delays: delays as a result of (technical) defaults, failure of (computer) hardware, emergency maintenance, (temporary) malfunction of systems, late delivery of hard- and software by suppliers of YAYA;

Terms and Conditions: these General Terms and Conditions of YAYA.

1.2 Headings in these Terms and Conditions are for convenience of reference only and are not intended to indicate the meaning of any Clause or part thereof.
1.3 References to words designating a gender include all genders.
1.4 Legal terms and expressions as used in these Terms and Conditions have the meaning ascribed to them under Dutch law and are to be read and interpreted accordingly.

PART A: GENERAL PROVISIONS

2. APPLICABILITY

2.1 These Terms and Conditions are used by YAYA. You can also download the Terms and Conditions on the website https://yaya.works. The Terms and Conditions will also be sent free of charge upon request.

2.2 These Terms and Conditions apply to all Quotations and agreements and the legal consequences arising from the above, unless the Parties expressly agree otherwise.
2.3 The applicability of (purchase) terms and conditions of the Customer is expressly excluded.

2.4 Nullity or nullification of one or more Clauses of the Terms and Conditions and/or an Agreement shall not affect the applicability of the remaining Clauses of the Terms and Conditions and/or the Agreement concerned. YAYA and the Customer shall enter into consultations to replace the void or annulled Clause, taking into account as far as possible the purpose and purport of the void or annulled provision.
2.5 YAYA is entitled to amend these Terms and Conditions at any time. The most recent version of the Terms and Conditions shall always apply after it has been communicated to the Customer.

3 OFFER, AGREEMENT AND NOTICES

3.1 All Quotations of YAYA are entirely without obligation and non-binding, unless expressly stated otherwise.

3.2 All Quotations remain valid for a period of 14 (fourteen) days, unless expressly stated otherwise.
3.3 The Customer warrants the accuracy and completeness of the information on which YAYA bases its Quotations and Agreements.
3.4 YAYA cannot reasonably be held to obvious mistakes and/or clerical errors in Quotations and Agreements.
3.5 If an offer has been made by YAYA by submitting a Quotation, an Agreement between YAYA and the Customer shall only come into effect by acceptance of YAYA's Quotation by the Customer or in the event YAYA has started performance of the Agreement and/or YAYA has received payment (in advance).
3.6 The Customer cannot derive any rights from verbal promises made by YAYA unless and to the extent that they have been confirmed by YAYA in writing.

4 PERFORMANCE

4.1 YAYA shall use its best efforts to perform the Agreement with due care, where appropriate in accordance with the arrangements and procedures recorded in writing with the Customer. All activities of YAYA are performed on the basis of an obligation of best efforts, unless a result has expressly been recorded in the Agreement and it is clearly written down that this obligation is not an obligation of best efforts.
4.2 If the Agreement was entered into with a view of performance by one specific person, YAYA is always entitled to replace this person by one or more persons with the same and/or similar qualifications.
4.3 YAYA is not obliged to follow any instructions of the Customer in the performance of the Agreement, in particular if these instructions change or supplement the content or scope of what the Parties have agreed. However, if such instructions are followed, the work in question shall be remunerated in accordance with YAYA's usual rates.
4.4 YAYA is always entitled to engage third parties for the performance of the Agreement.

DELIVERY TERMS

5.1 YAYA makes reasonable efforts to comply as much as possible with the (delivery) periods and/or (completion) dates stated by or agreed upon between the Parties. All delivery dates stated by YAYA or agreed upon between the Parties are indicative and estimated dates which do not bind YAYA.
5.2 Failure to meet delivery deadlines as a result of delayed or faulty delivery by YAYA's suppliers or third parties engaged by YAYA shall never constitute a failure on the part of YAYA.
5.3 If an overrun of any term is imminent, YAYA and the Customer shall consult to discuss the consequences of the overrun for further scheduling.
5.4 If it is agreed that performance of the Agreement will take place in phases, YAYA is entitled to postpone the commencement of the work belonging to another phase until the Customer has approved the results of the preceding phase and has paid all outstanding invoices.
5.5 YAYA is not bound by any deadline (delivery) date or (delivery) period, whether or not final, if the Parties have agreed on a change in the substance or scope of the Agreement (additional work, change in specifications, etc.) or a change in the approach to the performance of the Agreement, or if the Customer fails to perform its obligations under the Agreement or fails to do so on time or in full. The fact that (the demand for) additional work arises during the performance of the Agreement shall never be a ground for the Customer to terminate or dissolve the Agreement.

TERM AND TERMINATION

6.1 All Agreements are entered into for a fixed term as recorded in the Agreement. YAYA is always entitled to terminate an Agreement early, without being liable for any costs and damages, taking into account a notice period of 1 (one) month, also in the event of a specific project or a fixed term has been agreed upon. The Customer is not entitled to terminate an Agreement regarding a specific project or a fixed term early, unless YAYA agrees to such early termination.
6.2 Without prejudice to the before mentioned in Clause 6.1 and its statutory rights, YAYA has the right to terminate the Agreement in whole or in part with immediate effect without prior written notice of default and/or to suspend the performance of the Agreement in whole or in part with immediate effect if one or more of the following events occurs or occur:

there is a default attributable to the Customer in the performance of one or more obligations under the Agreement and the Customer has not remedied the default within 14 (fourteen) days after YAYA has notified the Customer in writing of a default, notwithstanding YAYA’s other rights by law;
The Customer has applied for or intends to apply for a moratorium and/or there is an (imminent) bankruptcy of the Customer;
The Customer can no longer freely dispose of (liquid) assets for example due to seizure;
The Customer is dissolved or has the intention to dissolve;
a (part of) the Customer's ownership is transferred to a third party or a third party has acquired some control;
the good name and reputation of YAYA is or threatens to be damaged by any act or omission on the part of the Customer;
circumstances come to the knowledge of YAYA that give it good reason to fear that the Customer will not perform its obligations under the Agreement in time and/or in full; suspension of the Agreement by YAYA is in that case only permitted to the extent that the shortcoming on the part of the Customer justifies such suspension;
any other circumstances occur which are of such a nature that performance of YAYA's obligations is impossible or can no longer be required of it by standards of reasonableness and fairness;
the Customer is in default without further notice of default being required subject to these Terms and Conditions and/or the Agreement.

6.3 If the Agreement is terminated pursuant to one of the provisions of Clause 6.2, the performance already received by the Customer in performance of the Agreement and the Customer's payment obligations in connection therewith shall not be subject to an obligation of undoing. The amounts invoiced by YAYA for Products, Software and/or Services already provided before or at the time of termination of the Agreement as well as the remaining agreed upon amounts for agreed upon Products, Software and/or Services that have not yet been performed shall be immediately due and payable after termination.
6.4 YAYA shall never owe the Customer any damages by reason of the termination of the Agreement and/or the suspension of obligations arising from the Agreement under the provisions of this Clause. YAYA always reserves the right to claim damages in the event of suspension or termination under the foregoing provisions of this Clause.

PRICE AND PAYMENT

7.1 The prices of Products, Software and/or Services are specified in Euro (€), unless otherwise agreed upon. Payment terms are 14 (fourteen) days after the date of invoice. YAYA is always entitled to demand payment by direct debit (in advance).
7.2 The price announced by YAYA is exclusive of turnover tax and other taxes and/or levies and exclusive of transport costs, packaging costs, insurance costs, as well as export and import duties, unless expressly agreed otherwise. These costs and levies are at the expense of the Customer.
7.3 No rights can be derived by others than the Customer from an offer, prices and tariffs made known to the Customer.
7.4 YAYA reserves the right at all times to adjust the prices of Products, Software and/or Services (in the interim or otherwise), for instance but not exclusively as a result of increases in purchase prices, storage costs charged to YAYA by suppliers, raw material prices, labor costs, currency exchange rate changes, changes in transport and/or shipping costs and other cost-increasing factors. YAYA is also entitled to do so after the conclusion of the Agreement and even if it has been agreed that the price will be fixed. YAYA shall inform the Customer of this without delay. An adjustment such as this does not otherwise affect the Agreement.
7.5 Payments shall be made, without suspension, discount or set-off on any account whatsoever, within the term specified by YAYA, failing which the Customer shall be in default by operation of law and therefore without further notice of default being required. If the Customer fails to comply with its payment obligation, the Customer shall immediately be in default, and interest of 1.25% per month shall be due on the outstanding amount, without any demand or notice of default being required.
7.6 YAYA is entitled at all times, irrespective of any payment arrangements made previously, to demand full or partial payment or substitute security for the delivery of Products and/or Services at a time and in a manner of YAYA's discretion, as well as to suspend all its obligations under the Agreement until it has received payment or substitute security, without owing the Customer any compensation in this regard.
7.7 YAYA is entitled to apply payments first against the (extrajudicial) costs, then against the interest due and then against the principal sum.
7.8 Any objections to invoices must be notified to YAYA in writing within fourteen (14) days of receipt at the risk of forfeiting all rights.

If the customer fails to comply with its payment obligations and payment has not been received after (3) written payment reminders, YAYA is entitled to charge the Customer an administrative fee equal to fifty percent (50%) of the monthly fee as a specified in Schedule 5 (Prices).

This administrative fee shall become immediately due and payable, without prejudice to YAYA’s right to claim contractual interest, extrajudicial collection costs, legal costs, and any other rights or remedies available to YAYA under the Agreement or by law.

7.9 In the event YAYA has to take legal action against the Customer due to the fact that the Customer has not met its (payment) obligations, the Customer is due all legal costs made by YAYA, including all attorney’s fees.

ADDITIONAL WORK AND MODIFICATIONS

8.1 If, at the request or with the prior consent of the Customer, YAYA has performed work or other performance that falls outside the content or scope of the Agreement, such work or performance shall be remunerated by the Customer in accordance with the agreed rates and, in the absence thereof, in accordance with YAYA's customary rates. YAYA is not obliged to comply with such a request and may require that a separate written agreement be concluded for work or other performance that falls outside the content or scope of the Agreement.
8.2 Modifications and additional work (may) result in the postponement of (delivery) periods and (completion) dates without YAYA being in default towards the Customer. New (delivery) periods and (completion) dates specified by the Customer replace the earlier ones.
8.3 To the extent that a fixed price has been agreed for the Agreement, YAYA shall, upon request, inform the Customer in writing of the financial consequences of the work to be performed by YAYA or other performance that falls outside the content or scope of the Agreement.

LIABILITY

9.1 Liability of YAYA may arise only after the Customer has given YAYA proper notice of default by registered post without delay, but no later than 30 (thirty) days after delivery or, in the event of a failure not observable at the time of delivery, without delay, but no later than 30 (thirty) days after the discovery of the failure, and has given YAYA the opportunity to remedy the failure for a reasonable period of time. This period is in deviation from the time limits and limitation periods set out in Sections 7:761 of the Dutch Civil Code and Section 7:23 of the Dutch Civil Code.
9.2 An obligation of YAYA to pay damages shall at all times be limited to the amount covered by YAYA’s insurance, with a maximum of € 500.000, - (five hundred thousand euro) per damage that occurred. In the event damage is not covered by any insurance, the maximum liability of YAYA equals the amount invoiced by YAYA to the Customer over the last 12 (twelve) months prior to the loss-causing event with a maximum amount at all times of € 50.000,- (fifty thousand euro). If YAYA is liable for damages, YAYA will only be liable for direct damages. YAYA shall under no circumstances be liable for any immaterial and indirect damage, such as consequential damage, trading loss, damage to image, environmental damage and damage due to loss of time, loss of savings, loss of data and/or loss of financial benefit.
9.3 The Customer shall indemnify YAYA against claims by third parties, such as its employees and other auxiliary persons, arising from and/or relating to Products, Software and/or Services provided by YAYA pursuant to and/or under the Agreement. The Customer shall indemnify YAYA against third party claims based on product liability for Products, Software and/or Services delivered by the Customer to third parties that contain Products delivered by YAYA to the Customer, unless the liability is caused solely by Products delivered by YAYA.
9.4 YAYA shall never be liable for the conduct of auxiliary persons, use of (unsuitable) auxiliary equipment, use of third-party software, shortcomings due to the conduct of other suppliers of the Customer and shortcomings arising from unsecured (electronic) transmission of statements and data.
9.5 The damage limitation clauses do not apply in the event of intent or willful recklessness on the part of YAYA.
9.6 Legal claims and defenses on behalf of the Customer against YAYA based on facts that would justify the assertion that the Product, Software and/or Services delivered, lapse by operation of law if the Customer has not informed YAYA in writing of its claim within 1 (one) year after such facts have been discovered or could have been discovered by the Customer.

IP RIGHTS AND DATA

10.1 All IP Rights remain the sole property of YAYA and/or its licensors. Nothing in the Agreement and these Terms and Conditions can be considered a transfer of IP Rights to the Customer.
10.2 YAYA grants the Customer during the term of the Agreement, a non-exclusive, non-transferable and non-sublicensable license to use Software, Products and/or Services, solely for the purposes of the performance of the Agreement at the agreed upon location(s) and amount of users.
10.3 Any license provided by YAYA to the Customer is strictly limited to the use of Products, Software and/or Services within the scope of the Agreement and does not entitle the Customer to obtain any (source)codes, data, documents or any other information that YAYA uses for Products, Software and Services. The Customer is not entitled to use the Products, Software and/or Services for purposes that could be harmful to YAYA in any way. To this extent, the Customer indemnifies and holds YAYA harmless for all (third-party) claims, costs and damages, including all legal costs.
10.4 The Customer shall not remove or obscure, in whole or in part, any trademark and/or identifying marks affixed to the Software and Products or their packaging.
10.5 Without YAYA's prior written consent, the Customer is not permitted to use any IP Rights, including trade names, of YAYA as part of its business operations, trade and/or brand names and/or domain names.
10.6 Except for the rights acquired under these Terms and Conditions and/or the Agreement, the Customer shall not at any time claim any IP Rights or other right in relation to YAYA, Products, Software and/or Services and shall not, without YAYA's prior written consent, make any registration or other action anywhere in the world in respect of (the name of) YAYA, Products, Software and/or Services.
10.7If the Customer discovers any infringement of YAYA's IP Rights by a third party, it shall notify YAYA immediately. YAYA may then decide whether or not to take action against any infringement or threatened infringement. In that event, the Customer is obliged to provide all the cooperation that can reasonably be expected of it. Without YAYA's prior written consent, the Customer is not permitted to take any action against a breach either in or out of court.
10.8 The Customer is owner of the Data. The Customer grants YAYA a (royalty) free non-exclusive, worldwide, perpetual, irrevocable, transferable and sublicensable license to use the Data for the development and improvement of the Products, Software and Services, including all related protocols, standards and algorithms, for itself and third parties, which license is accepted by YAYA.

PERSONAL DATA

11.1 The Parties undertake to comply at all times with all obligations under Dutch data protection legislation and all other relevant (national, European and international) data protection regulations, expressly including the General Data Protection Regulation (GDPR), applicable to the performance of the Agreement. If required under applicable privacy legislation, the Parties will enter into a processor agreement.
11.2 The Parties will (i) take appropriate security measures to protect the confidentiality of the (personal) data provided by the other Party, (ii) inform the other Party at its request about the security measures taken in relation to the foregoing, and (iii) notify the other Party of any personal data breach in accordance with and within the timeframe specified in the applicable privacy legislation.
11.3 The Customer shall indemnify YAYA against any claims by third parties based on the assertion that data processed by YAYA on behalf of the Customer violates any applicable rights, such as, inter alia, the GDPR and/or rights arising therefrom.

CONFIDENTIALITY

12.1 Confidential information is any data or information of the disclosing Party that is not generally known to the public or has not yet been disclosed, whether in tangible or intangible form, regardless of when and how it is disclosed, including, but not limited to:

any concepts, samples, reports, data, know-how, works in progress, designs, drawings, photographs, videos, development tools, specifications, software programs, source codes, object codes, flow charts and databases;
results of tests performed during the Agreement (including the nature and methodology) any scientific or technical information, inventions, designs, processes, procedures, formulas, improvements, technologies or methods;
marketing strategies, plans, financial information or forecasts, activities, sales estimates, business plans and performance results relating to the disclosing Party's past, present or future business activities;
trade secrets, plans for products or services, and lists of customers or suppliers;
any other information that should reasonably be recognized by the disclosing Party as confidential information; and
in all cases a - e, whether or not such confidential information is protected or protectable as registered or unregistered Intellectual Property Rights under any national or international intellectual property law;

12.2 The Parties shall, both during the term of the Agreement and after its termination, maintain the confidentiality of all each other's confidential information and shall only use it for the purposes of the performance of the Agreement.
12.3 A Party may authorize the other Party to disclose confidential information to its legal, financial and other business advisers as well as third parties involved in the performance of this Agreement (in each case to the extent such advisers and third parties need to know such confidential information) or as may be required by law or by any regulatory authority.
12.4 Clause 12.1 shall not apply to confidential information which:

was already in the possession of a Party before such Party received it from the other Party without an obligation of confidentiality; or
was lawfully disclosed to a Party without an obligation of confidentiality by a third party who did not obtain such confidential information (directly or indirectly) from a Party; or
was in the public domain at the time of receipt by a Party or subsequently entered the public domain other than as a result of a breach of Clause 12.1 by a Party.

12.5 Upon termination of the Agreement for any reason, each Party that has received confidential information from the other Party in a tangible form or on a tangible medium of such information shall promptly return such confidential information to the other Party.

FORCE MAJEURE (FORCE MAJEURE)

13.1 YAYA shall not be obliged to perform its obligations under the Agreement if it is unable to perform them due to force majeure. Force majeure includes, but is not limited to Technical Delays, natural phenomena, obligations imposed by government or by persons claiming to act within that framework, legislation, war, pandemics and epidemics, civil disturbances, fire, drought, power failure, explosion, riot, failure or stoppage of essential production equipment, flood, earthquake, lockout, transportation problems, (third party) data leaks, hacks and malicious code injection, shortage of essential raw materials strike or other action taken by employees with a view to or in furtherance of a trade dispute or as a result of an obligation to procure materials or force majeure of any other nature, including non-delivery or non-timely delivery as a result of non-delivery or non-timely performance of obligations of YAYA's subcontractors or carriers engaged by YAYA and/or solvency and/or liquidity problems and/or bankruptcy of third parties engaged by YAYA, to the extent that any of these circumstances prevents YAYA's performance of the Agreement.
13.2 YAYA shall notify the Customer of all circumstances and particulars which prevent YAYA from performing its obligations under the Agreement. YAYA shall consult with the Customer on the measures to be taken to minimize the effects of the force majeure event and to secure performance of the Agreement as far as possible.
13.3 YAYA shall make reasonable efforts to remedy a force majeure event as far as reasonably possible. YAYA may, at its option, suspend the performance of the obligation affected by force majeure during the period that such force majeure continues, without being liable on this account for any damage suffered by the Customer.
13.4 If the force majeure event continues for a period of more than 3 (three) consecutive months, either Party shall be entitled to terminate the Agreement by written notice to the other Party.

ASSIGNMENT

14.1 The Customer is not entitled to assign any right arising from the Agreement and these Terms and Conditions to third parties without YAYA's prior written consent. The restriction on transferability has, in addition to the effect of the law of obligations, also the effect of property law as referred to in Section 3:83(2) of the Dutch Civil Code. The Customer gives YAYA the right in advance to transfer the rights arising from the Agreement and these Terms and Conditions in whole or in part to third parties.

APPLICABLE LAW AND DISPUTES

15.1 These Terms and Conditions, offers, Quotations and Agreements and all legal acts resulting therefrom shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
15.2 All disputes which may arise in connection with these Terms and Conditions, offers, Quotations and/or Agreement or as a result of (legal) acts and agreements which may be the result thereof, shall be submitted exclusively to the competent court of the district of Amsterdam, the Netherlands, notwithstanding YAYA’s right to start proceedings before the competent court at the place of business of the Customer.

PART B: SUPPLEMENTARY PROVISIONS REGARDING THE DELIVERY OF PRODUCTS

The provisions of Part B shall apply in addition to the provisions of Part A if YAYA delivers Products to the Customer. In the event of any conflict between the provisions of this Part B and the provisions of the other Parts, the provisions of this Part B shall prevail with respect to Products.

DELIVERY OF PRODUCTS (SALE)

16.1 All Products shall be delivered to the Customer Ex Works (Ex Works, Incoterms 2020 or any later version thereof) on the delivery date set out in the Agreement or within the delivery period set out therein from the location where YAYA is located or designated by YAYA.
16.2 If the Customer is unwilling or unable to accept the delivery, the Customer shall be in default immediately and without any written notice of default being required. YAYA may then, at its option: (i) store Products at the expense and risk of the Customer or (ii) sell Products at the best reasonably obtainable price (after deduction of reasonable storage, insurance and selling expenses), whereupon the Customer shall only recover the difference between the price obtained and the amount paid by it to YAYA, (iii) offer Products again for delivery, in which case the additional costs shall be borne by the Customer, or (iv) terminate the Agreement, without prejudice to YAYA's right to claim compensation for damages suffered by it. Any costs incurred will be charged to the Customer in excess of agreed upon budgets or amounts.
16.3 The delivery period commences as soon as YAYA has received from the Customer all data required for delivery and all other conditions necessary for the performance of the Agreement have been met.
16.4 YAYA is entitled to make partial deliveries at all times.
16.5 The Customer is obliged to provide the cooperation necessary and required by or on behalf of YAYA for the immediate performance of the delivery, including taking delivery of Products.

ACCEPTANCE

17.1 If the Parties have not agreed on an acceptance test, the Customer accepts Products in the condition they are in upon delivery with all visible and invisible faults and defects, without prejudice to YAYA's obligations under the warranty set out in this Part B. In the aforementioned case, Products shall be deemed to have been accepted by the Customer upon delivery or, if installation to be carried out by YAYA has been agreed in writing, upon completion of the installation.

RETENTION OF TITLE

18.1 Title to Products remain fully vested in YAYA in the event Products are provided on a rental, lease of license base. In the event it is agreed upon that the Customer will purchase a Product to the extent it will become owner of a Product, title to Products remain fully vested in YAYA until the Customer has paid in full all of YAYA's claims on the Customer, including those within the meaning of Section 3:92(2) of the Dutch Civil Code.
18.2 The Customer is not entitled to sell, rent, alienate, pledge or in any way encumber or grant use of the Products delivered under retention of title until full ownership of Products has passed to the Customer.
18.3 Until the moment of transfer of ownership, the Customer shall be obliged to take all reasonably possible measures to protect Products against damage. If third parties seize or threaten to seize Products delivered under retention of title, or wish to create or enforce rights in respect of Products, the Customer is obliged to inform YAYA thereof immediately.
18.4 If YAYA wishes to exercise its proprietary rights referred to in this Clause, the Customer hereby gives YAYA or any third parties designated by YAYA its unconditional and irrevocable permission to enter all those places where YAYA's property is located and to take back Products concerned.

PRODUCTS (RENTAL, LEASE, LICENSE)

19.1 Products are only sold to the Customer and title and ownership only passes to the Customer if this is explicitly agreed upon. In the event Products are not sold to the Customer, YAYA will provide the Products to the Customer during the term of the Agreement on a rental, lease of license basis.
19.2 The Customer guarantees that the Products will not be connected in any way to any movable or immovable property in such a way that it loses its independence through adhesion, mixing or specification. Without prejudice to any other rights of YAYA, the Customer will owe the purchase price of the Products in the event of failure to comply with this obligation.
19.3 Without the prior written consent of YAYA, the Customer is not entitled to sell, deliver, dispose of, rent out or allow third parties to use the Products, pledge them to third parties or otherwise encumber them for the benefit of third parties. Without prejudice to any other rights of YAYA, the Customer shall be liable for the purchase price of the Products in the event of failure to comply with this provision.
19.4 If third parties wish to assert rights in relation to the Products and make a claim in relation to the Products or otherwise take or threaten to take measures, the Customer shall immediately notify YAYA thereof in writing and inform the third parties without delay that the Products are the property of YAYA.
19.5 After termination of the Agreement, the Customer shall give YAYA the opportunity to collect the Products within a period to be determined by YAYA. YAYA may also offer the Customer the opportunity to purchase the Products on terms to be determined by YAYA. If the Customer does not purchase the Products, the Customer is obliged to make the Products available to YAYA in an undamaged state. Any damage to the Customer's movable and/or immovable property caused by the removal of the Products shall be borne by the Customer.
19.6 If the Customer does not enable YAYA to remove the Products or if the Products are no longer (fully) present, YAYA is entitled to charge the Customer for the costs incurred.

WARRANTY

20.1 YAYA warrants that Products are delivered in accordance with the normal standards that apply for such Products. In all cases, the warranty period commences upon delivery of Products ends after a period of 6 (six) months from the date of delivery.
20.2 The warranty described in Clause 20.1 shall apply to defects arising under the conditions of use provided for in the Agreement and, in particular, shall not apply to/if:

Products which have been modified or repaired by anyone other than YAYA without YAYA's prior written consent;
Products damaged by circumstances beyond YAYA's reasonable control;
Products that have been improperly used or maintained by the Customer;
Products that have been subjected to conditions of use and/or maintenance that are not in accordance with YAYA's instructions;
Products damaged by negligence or lack of caution on the part of the Customer, by misuse, improper installation or application, or negligence in use, improper storage, transportation or handling, or Products damaged in any other way;
a part is purchased by YAYA as part of Products, except to the extent that such part or parts are covered by the original manufacturer's warranty, if any; however, the warranty for a part does not extend beyond the warranty period set out in Clause 20.1;
an item forming part of Products has been delivered to YAYA by the Customer;
defects which only marginally reduce the value or suitability of the Products; a marginal defect exists in particular if the defect can be removed by the Customer himself without significant effort;
normal wear and tear of the Products.

20.3 If the Customer believes that Products are defective and the warranty period referred to in Section 20.1 above has not expired, it shall, on pain of forfeiting all warranty claims, notify YAYA of all details within 14 (fourteen) days of discovering the alleged defect. However, the Customer may only claim this warranty if it has complied with all its obligations under the Agreement to YAYA.
20.4 If YAYA determines that Products are indeed defective, YAYA shall, at its option:

repair the defective Product on-site;
return the defective Product or parts thereof for repair;
replace the defective Product;
replace the defective parts of the Product to enable the Customer to make the necessary repairs at YAYA's expense and direction; or
credit the relevant part of the invoice related to the Product accordingly.

20.5 YAYA shall be entitled at any time to inspect the Product alleged to be defective and to determine the cause of the alleged defect. In all cases, the Customer shall enable YAYA to remedy any defect. The remedies referred to in Clause 20.4 shall be at the sole discretion of YAYA.
20.6 The warranty provisions set out in this Section 20 supersede all other warranties, whether statutory, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or against infringement, all of which are hereby expressly disclaimed. Customer acknowledges that the remedies provided herein are exclusive and in lieu of all other warranties. The Customer accepts full responsibility for the use and application of the Products and accepts YAYA's choice of design and materials when placing its Purchase Order or signing the Quotation. The Customer further acknowledges that YAYA cannot guarantee that the objectives desired by the Customer will be achieved through the use of Products.

PART C: ADDITIONAL PROVISIONS IN RESPECT OF SOFTWARE AND SERVICES

The provisions of this Part apply in addition to the provisions of Part A and Part B if YAYA makes Software and/or Services available to the Customer. In the event of any conflict between the provisions of this Part C and the provisions of the other Parts, the provisions of this Part C shall prevail with respect to Software and Services.

USE AND USE RESTRICTIONS

21.1 YAYA shall make Software and Services available to the Customer for use for the duration specified in the Agreement on the basis of a user license referred to in Clause 10.

21.2 Unless otherwise agreed in writing, YAYA's obligation to make available and the Customer's right of use do not extend to the object code and the source code (including the technical documentation created in the development of Software) of Software.

21.3 YAYA is always entitled to take technical measures to protect Software and Services against unlawful use and/or against use in a different manner or for different purposes than agreed between the Parties. The Customer shall never remove or circumvent any technical measures to protect Software and Services or have them removed.
21.4 The Customer may only use Software and Services for the purpose for which it is intended and for the agreed upon (amount of) users. The Customer shall not use the Software and Services for third parties and it not entitled to resell the (license for) the Software and Services without prior written approval by YAYA.
21.5 If requested, the Customer shall promptly cooperate with any investigation to be conducted by or on behalf of YAYA into compliance with the agreed restrictions on use of the Software and Services.

CHANGES TO THE SOFTWARE

22.1 Subject to statutory exceptions, the Customer is not permitted to modify Software in whole or in part without YAYA's prior written consent. YAYA is entitled to refuse such permission or to attach conditions thereto. The Customer bears the full risk of all modifications made by himself or on behalf of third parties, with or without the consent of YAYA.

ADDITIONAL CONDITIONS

23.1 The Software may at the sole discretion of YAYA and its suppliers be subject to maintenance, upgrades or updates from time to time, including new versions, updates and features. Such updates may be subject to planned downtime and occur without notice without YAYA being liable for any damages. However, YAYA will use reasonable efforts to notify the Customer in advance if such is deemed necessary.
23.2 YAYA is always entitled to cease support for prior versions of the Software without being obliged to reimburse any costs and or pay for damages.
23.3 The Customer is obliged to have and maintain adequate hardware, (backup) software and internet connections in order for the Software to work properly. YAYA may demand (future) minimum specifications in relation to such hardware, (backup) software and internet connections. The Customer warrants that it will never remove or bypass (i) technical measures intended to protect the Software or have such technical measures removed or bypassed and (ii) logo’s, trademarks and tradenames and/or other information in the Software. The Customer shall furthermore not facilitate the attack or disruption of the Software due to inter alia unauthorized access, penetration testing, crawling or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware and adware.
23.4 The Customer is responsible for end users’ compliance with the Agreement use of the Software. The Customer is obliged to prevent unauthorized access to or use of the Software and notify YAYA promptly of any such unauthorized access or use. Any use of the Software in breach of the foregoing that in YAYA’s opinion threatens or might threaten the security, integrity or availability of the Software, may result in immediate suspension of the use of the Software.

SOFTWARE AND THIRD PARTY LICENCES

24.1 If and to the extent that YAYA makes third party Software and Services available to the Customer, the license terms of the relevant third party shall apply in the relationship between YAYA and the Customer in respect of the Software and Services. YAYA does not grant any rights beyond those granted by such third parties and shall not be liable for any errors in the third party software.

If and to the extent that, for whatever reason, the third party terms referred to in this Clause 24 are deemed not to apply or are declared inapplicable in the