These Terms of Service govern every offer, agreement, and use of the too-doo Software between too-doo BV and its Customers and Users, in accordance with Belgian law.
too-doo: the private limited company too-doo BV, with registered office at Antwerpse Steenweg 19, 9080 Lochristi, and company number BE 0899.636.101.
Customer: any natural or legal person who is not a consumer within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, i.e. “any natural person acting for purposes outside their trade, business, craft, or profession.”
User: any natural person appointed by the Customer, regardless of status or contractual relationship with the Customer, who uses the Software provided by too-doo in accordance with these Terms.
Software: the digital platform provided by too-doo for executing and following up on the Customer's business processes, as well as for managing and planning audits.
Agreement: the agreement concluded between too-doo and the Customer regarding the Software.
Act of 2 August 2002 (as amended by the Act of 14 August 2021): the Belgian Act of 2 August 2002 on combating late payment in commercial transactions (Belgian Official Gazette, 7 August 2002).
These Terms apply to every offer and provision of the Software between too-doo and the Customer, as well as to every use by a User.
too-doo makes these Terms available on its website (www.too-doo.be); the Customer must expressly accept them with every order. The Customer also guarantees that every User will expressly accept and comply with these Terms.
too-doo reserves the right to amend these Terms at any time by publishing a new version on the aforementioned website. Such new Terms will only govern the contractual relationship once the Customer has agreed to them again, except for non-material changes or usage conditions inherent to the too-doo Software, which apply automatically.
If too-doo has permitted, whether explicitly or implicitly, deviations from these Terms for a shorter or longer period, this does not affect its right to demand strict compliance with these Terms going forward.
If a quote or other offer from too-doo has a limited validity period or is subject to conditions, too-doo will state this explicitly. Any discounts granted apply only once, unless stated otherwise.
Every quote or other offer from too-doo contains sufficient information for the Customer to understand the rights and obligations attached to accepting it.
Unless expressly agreed otherwise, prices communicated and/or published by too-doo for making the Software available are always in euros (€) and exclusive of VAT. Any increase in the VAT rate between the order and the provision of the Software is borne by the Customer. Orders are invoiced at the prices and Terms in effect at the time the order is accepted.
too-doo is not bound by price information that is evidently incorrect, for example due to printing or typing errors. The Customer cannot derive any rights from incorrect price information.
too-doo has the right to review the price for making the Software available on an annual basis and to apply indexation.
The Customer is solely responsible for the order and payment. If the order is placed by a third party, it is deemed to have been made in the name of, and on behalf of, the Customer.
At the start of the engagement, too-doo sends an invoice to the Customer. This invoice must be paid before onboarding begins. The Customer receives a renewal invoice annually, sent one month before the license's expiry date, which must be paid no later than that expiry date.
The license is only activated or renewed once payment has been received. If a renewal invoice remains unpaid, too-doo has the right to suspend the license, meaning the Customer will no longer have access to, or be able to use, the Software.
Invoices are made available by too-doo by email.
Every invoice from too-doo to the Customer states at least the invoice number, the purchase price of the Software, and the applicable VAT rate.
In the event of late payment by the Customer, late-payment interest is due in accordance with the Belgian Act of 2 August 2002. This interest, at a rate of 8%, accrues automatically from the day after the invoice's due date, without the need for prior notice of default.
In the event of late payment by the Customer, too-doo is also entitled to reimbursement of collection costs in accordance with the Act of 2 August 2002. Out-of-court collection costs amount to 10% of the principal sum of the outstanding invoice. Judicial collection costs are equal to the costs actually incurred by too-doo.
In the event of late payment by the Customer, the amount due is further increased automatically, and without the need for prior notice of default, by a fixed compensation of 10% of the principal sum, with a minimum of €50.00.
Any payment is always applied to the oldest outstanding invoice.
If a license is terminated before the end of its term, the Customer may continue to use the Software (and licenses) until the end of the contractually agreed license period. No refunds are given, and unless otherwise agreed, a license period is at least one year.
The agreement/licenses are entered into for a minimum period of one year and are automatically renewed for a further year at a time, unless the Customer gives written notice of termination at least sixty (60) days before each anniversary of the Agreement. If the Customer does not terminate the agreement/licenses in time, a new license period will start, each time for a period of one year, unless otherwise agreed between too-doo and the Customer.
too-doo strives to deliver the Software free of defects and aims to offer the best possible service, but you understand and agree that the Software is provided “as is” and “as available,” without any further warranty.
If the Software does not conform to the Customer's order for any reason, or shows defects, the Customer must report this in writing within 10 working days, on penalty of forfeiture; failing this, the Customer is deemed to have accepted the delivery unconditionally and definitively. The burden of proof for such timely written notice rests exclusively with the Customer.
There is no non-conformity or other defect within the meaning of this article if (i) the defect results from accidents, negligence, or misuse by the Customer, or (ii) the Customer was aware of the defect prior to delivery, or reasonably should have been aware of it, and nevertheless agreed to proceed.
too-doo is not obliged to indemnify the Customer for hidden defects that it was not aware of.
too-doo cannot be held liable for damage to persons, goods, animals, services, or data that would directly or indirectly result from making the Software available, except in the case of fraud or deceit.
too-doo can also under no circumstances be held liable for damage that would directly or indirectly result from incorrect use of the Software by the Customer or the User.
To the fullest extent permitted by applicable law, the Customer will indemnify and hold too-doo harmless against all damages, losses, and costs of any kind (including reasonable attorneys' fees and expenses) arising from: (1) the Customer's or its User's breach of this agreement; (2) any user-generated content; (3) any violation of law or of third-party rights by the Customer or its User.
too-doo's maximum liability towards the Customer and/or the User is limited to the revenue too-doo has generated from the Customer over the preceding 12 months. Indirect damage is furthermore excluded, meaning too-doo can only be held liable for direct, foreseeable damage resulting from a contractual breach by too-doo.
All trademarks, service marks, trade names, logos, and domain names of too-doo, and all other features of the too-doo brand, are the exclusive property of too-doo or its licensors. The Customer has no right to use any of too-doo's intellectual property rights for commercial or non-commercial purposes, except as provided in these Terms or with too-doo's express agreement.
The Customer or User is not permitted to reproduce, copy, or use the Software for any purpose other than that for which it is intended.
The Customer or User is not permitted to translate, adapt, arrange, or otherwise modify the Software, or to have any of the foregoing carried out by a third party, without too-doo's prior express written consent.
The Customer or User is not permitted to distribute the Software, including renting or lending it, without too-doo's prior express written consent.
The Customer and/or User will only acquire a personal, non-transferable, limited, non-exclusive, and time-limited license (without the right to grant sublicenses) to use the Software as a normal, careful person for internal purposes in accordance with these Terms and the (usage) documentation provided by too-doo. No intellectual property rights of too-doo will otherwise pass to or be transferred to the Customer, except as explicitly agreed in writing.
A breach by the Customer or User of any of the above provisions of this Article 8 entitles too-doo to terminate the Agreement immediately for serious breach, without prejudice to too-doo's right to compensation. This compensation amounts to at least 30% of the principal sum, with a minimum of €3,500.00, without prejudice to too-doo's right to claim additional damages if the actual damage is higher.
Users may post, upload, and/or share content and contributions on the Software.
In relation to any user-generated content that a User posts on too-doo, the User warrants (1) that they have the right to post such content, and (2) that such content, or too-doo's use of it, does not constitute a violation of any agreement, applicable law, or any third party's intellectual property (including, without limitation, copyright), publicity, personality, or other rights.
The User is solely responsible for all user-generated content they post. too-doo is not responsible for user-generated content, nor does it endorse any opinion contained in any user-generated content.
The contractual relationship between too-doo and the Customer is governed exclusively by Belgian law. Any dispute falls under the exclusive jurisdiction of the Enterprise Court of Ghent.
If, after reading these Terms of Service, you still have questions, contact us at info@too-doo.be and we will get back to you.