The General Terms and Conditions for provision of services, hereinafter referred to as "the General Terms and Conditions", are applicable to any contract entered into with the L.L.C. TOODDOC (hereinafter referred to as "TOODDOC"). The company’s registered office is situated at Rue de Bruxelles, 113, 1470 Genappe, registered at the Crossroads Bank for Enterprises (CBE) under the number 0696.989.144.
In the event of any contradiction between the French and English versions of these General Terms and Conditions, the French version shall prevail. The French version is the only officially recognized version of the present General Terms and Conditions.
These General Terms and Conditions form the contract between TOODDOC and the Beneficiary. TOODDOC and the Beneficiary are hereinafter jointly referred as "the Parties".
The "Beneficiary" is any moral or physical person who orders, in his name or for others, products and/or services from TOODDOC.
The present General Terms and Conditions shall apply to all services provided by TOODDOC and its collaborators as well as to the performance of all services related to the aforementioned services.
These services shall include, but are not limited to:
The display of banners in predefined configurations within the application addressed to practitioners and/or patients using the application;
The display of text announcements through notifications (email and SMS) addressed to practitioners and/or patients using the application;
The display of announcements in the "partner corner" addressed to the practitioners using the application;
Announcements under the form of discounts for practitioners using the application;
Announcements under the form of explicative videos for practitioners using the application;
Informative announcements including illustration and text;
For the above mentioned services, different forms of targeting are possible:
Type: patient or practitioner;
Spoken language of the patient/practitioner: EN / FR / DU;
Medical field of the practitioner or sought by the patient: dentist, gynaecologist, ophthalmologist, dermatologist, osteopath, physiotherapist, psychiatrist, psychologist, general practitioner, paediatrician, among others.
ARTICLE 1 - OBJECT AND SCOPE OF APPLICATION
The present General Terms and Conditions shall be the only ones applicable, unless exceptions are provided for in the related contract.
The present contract contains the entire agreement stipulated between the Parties. It replaces and supersedes any other agreement, proposal, communication, offer, written or verbal, exchanged or concluded previously between the Parties and relating to the same object.
The Beneficiary acknowledges having taken cognizance of the General Terms and Conditions. Thereby, by accepting the contract he/she explicitly and unreservedly confirms his/her acceptance to the rights and obligations contained in these General Terms and Conditions.
In the event of a modification of these General Terms and Conditions, TOODDOC shall inform the Beneficiary and publish the new conditions on its website https://tooddoc.com/ on the same day . The Beneficiary has a period of 30 (thirty) days to terminate his/her contractual relationship with TOODDOC if he/she does not agree with the new conditions.
The changes shall only come into force on the day following the 30 (thirty)-day period’s expiry and only if the Beneficiary does not react within this period. As soon as they come into force, these amendments shall be enforceable against the beneficiaries.
ARTICLE 2 - OFFER AND ORDER
The Beneficiary is responsible for verifying the accuracy of the services and for reporting any errors to TOODDOC.
To this end, the Beneficiary provides accurate, complete and precise information by phone call, registered mail or email, regarding his situation and in particular:
Provide his/her tax address, e-mail address and telephone number;
The maximal budget he/she is ready to spend in products/services of TOODDOC.
TOODDOC reserves the right to suspend, cancel or refuse the order of a Beneficiary, in particular if the communicated information turns out to be obviously wrong or incomplete, or when a dispute has taken place relating to the payment of a previous order.
In the event of any change in the budget or in the nature of the desired service, TOODDOC is entitled to cancel the offer.
If the Beneficiary cancels the order after TOODDOC’s acceptance for any reason, except in cases of force majeure and except in case of complaint according to article 4.1., a sum equivalent to 30% (thirty percent) of the budget shall be owed to TOODDOC and invoiced to the Beneficiary as damages.
ARTICLE 3 - PRICE
The prices indicated in the offer are only for the performance of the services described therein, to the exclusion of any other services. If additional services are offered, they will be invoiced at the Parties discretion.
All prices are indicated in euros, VAT not included.
Any increase in VAT or any new tax that may be imposed between the time of the order and the provision of services will be charged to the Beneficiary.
The Beneficiary has to provide a budget from which each service will be calculated on a monthly or quarterly basis depending on what will have been provided in the contract.
The pricing of services will be done as follows:
• At CPM (cost per thousand displays) for banners within the application; • Per unit (mail/ sms) for text announcements within notification; • To the lead (mail), or to the appointment made, or to the commission for the display of announcements in the "partner corner".
ARTICLE 4 - PAYMENT
4.1. Payment of invoices
By accepting these General Terms and Conditions, the Beneficiary undertakes to pay the amount stipulated in the contract. This amount is "budget" from which each service (when the pricing is different from the appointment made or the commission) will be charged monthly or quarterly according to what has been provided for in the contract. The Beneficiary shall be notified of this settlement by means of a periodic quarterly or monthly invoice.
In the case of lead-based pricing, appointment or commission-based pricing, each service shall be invoiced separately if the desired result is achieved.
Initial invoices for budget provisioning shall be paid in full 15 (fifteen) calendar days after their receipt, in the currency of the invoice, at the Company's registered office.
Settlement invoices will be deducted from the provisioned budget in full 15 (fifteen) calendar days after their issue, in the currency of the invoice, at the Company's registered office.
Any complaint relating to an invoice shall be sent either in writing and by registered letter to the address of the Company's registered office or by email to the address mentioned in the preamble of this document, 30 (thirty) calendar days after its receipt. Failing this, the Beneficiary shall no longer be able to contest the invoice.
4.2 Default of payment
Any delay in payment not relaid to a complaint according to article 4.1. will be subject to a first reminder, which will automatically lead to an increase of EUR 5 (five euros) on the initial amount of the invoice. The reminder may be sent by email or ordinary mail.
If the payment has not been made within 15 (fifteen) days of the first reminder being sent, a second reminder shall be sent, by email or ordinary mail. This email will involve an increase of EUR 10 (ten euros) as compared to the initial invoice.
If the payment has still not been made within 15 (fifteen) days of the second reminder being sent, a third reminder shall be sent by registered mail. This mail will involve an increase of EUR 15 (fifteen euros) as compared to the initial invoice and will act as a formal notice.
Default interest (intérêts moratoires) shall start to accrue from the sending of the third reminder at the legal interest rate in commercial transactions as stipulated in the Belgian Official Journal (Moniteur belge).
Lastly, if payment has still not been made within 15 (fifteen) days of the third reminder being sent, a notification by bailiff's writ shall be sent to the Beneficiary. The bailiff's fees will be charged to the Beneficiary. A fixed compensation equal to 10% (ten percent) of the price of the main invoice shall be owed as from the receipt of the writ.
ARTICLE 5 - DEADLINES
Unless otherwise expressly agreed in writing and accepted by TOODDOC, the execution deadlines mentioned in the special conditions are not binding deadlines. TOODDOC can only be held liable if the delay is significant and if it is imputable to TOODDOC due to its gross misconduct.
The Beneficiary will not be able to ask for the cancellation of the contract, to claim damages or to assert any other claim, unless it has been agreed otherwise in writing and expressly accepted by TOODDOC.
In case of delay beyond the period of 30 (thirty) working days, the Beneficiary must send a registered letter to TOODDOC, who can then benefit from 50% (fifty percent) of the time prescribed to perform its service.
ARTICLE 6 - RIGHT OF TERMINATION
6.1. Termination by the Beneficiary
The Beneficiary wishing to cancel his order shall inform TOODDOC by registered letter.
Without prejudice to the right of withdrawal referred to in Article 9, and excluding a case of force majeure, the deposit eventually paid to TOODDOC will not be refunded. In addition, TOODDOC will be likely to claim a cancellation indemnity. This sum is a maximum amount of 30% (thirty percent) of the products and/or services price ordered by the Beneficiary.
6.2. Termination by TOODDOC
TOODDOC may terminate the contract unilaterally, without having to prove any fault of the Beneficiary, by paying a fair additional compensation of 30 (thirty) %, except in cases of force majeure.
In case of insolvency or outstanding debts owed by the Beneficiary, TOODDOC reserves the right to suspend its obligations until full repayment by the Beneficiary, without any duty of compensation.
ARTICLE 7 - EXPRESS TERMINATION CLAUSE
In case of culpable breach or non-performance of an obligation by one Party, the other Party reserves the right, after formal notice, to terminate the contract, without previous referral to the judge. In the event of such a breach or non-performance, TOODDOC will notify the Beneficiary by email or registered mail within X working days of the breach or non-performance.
In the event of termination pursuant to this article, the Beneficiary shall be required to pay a fixed compensatory indemnity in the amount of X EUR (X euros) and without prejudice to TOODDOC's right to obtain compensation for damages.
ARTICLE 8 - LIABILITY
TOODDOC’s contractual liability is only engaged because of its willful misconduct (dol), its gross negligence or that of its employees or agents and, except in cases of force majeure, due to any breach of an obligation (which is a principal service of the contract).
In addition, if the Beneficiary proves TOODDOC’s willful misconduct (dol) or gross negligence, the latter’s liability shall be determined as follows: It shall not extend beyond the repayment of the costs of the damage proven by the Beneficiary and resulting directly from the fault committed by TOODDOC. Furthermore, it shall in no circumstances exceed 100% of the amount actually paid by the Beneficiary for the execution of the service.
ARTICLE 9 - FORCE MAJEURE
In case of force majeure or fortuitous occurrence making the execution of the contract by one Party impossible, neither Party can be held responsible for the total or partial non-execution of its obligations. Moreover, both Parties’ obligations will be suspended until notification concerning the occurence’s end.
The affected Party shall inform the other by email or registered mail within 30 (thirty) working days about the happening of such occurrence. Both Parties shall make every effort to reduce the obstacle to the proper performance of the contract.
If these circumstances last for more than 3 (three) months, either Party shall be granted the right to withdraw from the contract by simple written notification, without having to apply to a court for the dissolution of the contract. This action shall not give rise to compensation for any damages.
ARTICLE 10 - MISCELLANEOUS
10.1 Saving clause
The eventual illegality or nullity of an article, paragraph or provision; or part of an article, paragraph or provision shall not affect the legality of the other articles, paragraphs or provisions of these General Terms and Conditions.
The headings used in these terms and conditions do not affect the meaning or scope of the provisions they designate. They are only used for convenience.
10.3 Publication and communication of General Terms and Conditions
The present General Terms and Conditions can be consulted at any time on the website.
In the event of any contradiction between the French and English versions of these General Terms and Conditions, the French version shall prevail.
ARTICLE 11 - PRELIMINARY SEARCH FOR AN AMICABLE SOLUTION
If a dispute arises between the Parties relating to the validity, interpretation or execution of these General Terms and Conditions, the Parties shall first try to amicably resolve the litigation. Only if such a solution cannot be found or after the expiry of a minimum period of 30 (thirty) days after the dispute has arisen, the Parties may go to the courts and tribunals, in accordance with Article 13.
ARTICLE 12 - CONFIDENTIALITY
For the purposes of this agreement, the following words and expressions shall have the following meanings: « Confidential Information »: includes, but is not limited to, information and data of any kind, including technical, scientific, economic, financial, commercial, accounting, plans, studies, prototypes, materials, audits, experimental and test data, drawings, graphical representations, specifications, know-how, experience, software and programs in any form whatsoever, the medium or means, including, without limitation, oral or written communications or communications fixed on any medium whatsoever, that the Parties are led to communicate to each other. This information has to be included in the framework of the provision of the service, as well as any information of which they may have become aware during any contact with third parties, relating directly or indirectly to the Project, provided that such information and data have been designated as "confidential" (or in similar terms).
12.2. Confidentiality commitment
12.2.1. The Beneficiary undertakes to observe and ensure the strictest confidentiality with regard to confidential information and to take all necessary measures to preserve its confidentiality, in particular with regard to any other entity having access to the documents. The Parties agree that this clause is of a substantial nature for them.
12.2.2. To this end, the Beneficiary undertakes to : ensure that confidential information is protected and kept confidential; ensure that confidential information received is treated with the same degree of care and protection as that accorded to its own confidential information ; not use the confidential information for any purpose other than the implementation and/or execution of the service ; reveal confidential information to third parties involved in the implementation and/or execution of the service only after having requested the written, express and prior consent of the service provider, i.e. TOODDOC; maintain the forms of copyright, confidentiality, prohibition of copying, or any other property or confidentiality notices, appearing on the various elements communicated, whether they are originals or copies; obtain a formal commitment of confidentiality from all third parties prior to any communication of information. In this sense, the Beneficiary is responsible for any disclosure of confidential information made by third parties to whom it has transmitted such information.
12.2.3. In addition, the Beneficiary shall refrain from : any disclosure, of any kind, to any third party, of confidential information; using and/or exploiting all or part of the confidential information for purposes other than the implementation and/or execution of the service, in particular for its own account, except with the written, express and prior consent of TOODDOC; making copies, reproductions or duplications of all or part of the confidential information, except with the written, express and prior consent of TOODDOC; engaging or cooperating in any act of unfair or harmful competition against TOODDOC; 12.2.4. The Beneficiary shall ensure compliance with these commitments by any physical or moral person to whom it may have communicated the confidential information.
12.3. Limitations to confidentiality commitments
The provisions laid down in this agreement shall not apply to information : expressly designated by TOODDOC as non-confidential; which, prior to their communication by TOODDOC, were already held or known to the Beneficiary, on condition that the Beneficiary provides proof thereof ; which belong to the public domain before the date of communication by TOODDOC or which would become public afterwards, without any fault on the part of the Beneficiary, and without any breach of an obligation of secrecy; lawfully received from a third party, without breach of an obligation of secrecy; developed by or for the Beneficiary, regardless of any access to confidential information; which will have been the subject of a written, express and prior agreement of TOODDOC.
Also concerning this article, in the event of any contradiction between the French and English versions of these General Terms and Conditions, the French version shall prevail.
ARTICLE 13 - GOVERNING LAW AND PLACE OF JURISDICTION
Any dispute relating to the services provided by TOODDOC, as well as any dispute as to the validity, interpretation or execution of these terms and conditions will be subject to Belgian law and falls under the exclusive jurisdiction of the judicial district of Brussels/ Walloon Brabant’s courts and tribunals.