Terms & Conditions

The Shyfter.co service is managed by SHYFTER SA, whose address is 30 Boulevard de Waterloo, 1000 Brussels – Belgium and Quai Paul Verlaine 2/2, 6000 Charleroi – Belgium, with company number 0720.922.212, email: hello_at_shyfter.co, telephone +32 2 320 26 57.

Article 1.

Unless otherwise required by law, these general terms and conditions apply to all activities of SHYFTER SA. These general terms and conditions, as well as any special terms and conditions of SHYFTER SA, are deemed accepted by its buyers and suppliers, even if they contradict their own general or special terms and conditions. Any deviation from the present conditions must be recorded in writing and notified by a person authorized to bind SHYFTER SA.

Article 2.

SHYFTER SA declines all responsibility for any damage that may result from the use of the information on its website. Consequently, you are entirely responsible for the use you make of this information.

SHYFTER SA’s offers are non-binding. Orders are not binding until confirmed in writing by a person authorized to bind SHYFTER SA. SHYFTER SA cannot be held responsible for any breach of our obligations under the present Conditions caused by events beyond our control and/or resulting from force majeure. Cases of force majeure shall include, in addition to those recognized by jurisprudence, all natural disasters, all acts of war, attacks on public order, epidemics, fires, floods and other disasters, all governmental acts, all strikes, lock-outs, as well as all electrical and technical problems external to the parties preventing communications.

Article 3.

Delivery and production lead times are given as an indication only. SHYFTER SA reserves the right to invoice for services, training and consultancy as and when deliveries are made, even if these are only partial.

Article 4.

SHYFTER SA is only liable for latent defects unless it can demonstrate that the defect is undetectable. SHYFTER SA’s warranty shall cease if the purchaser has not notified SHYFTER SA of the defect by registered letter within one month of the sale. SHYFTER SA’s liability is limited to the availability of the website or the resolution of any errors, without it being liable for any reimbursement, indemnity or damages of any kind and for any reason whatsoever.

Article 5.

Unless otherwise agreed in writing, all SHYFTER SA invoices are payable in cash at SHYFTER SA’s domicile. Failure to pay an invoice by the due date shall render all sums due immediately payable, irrespective of any payment facilities previously granted. In the event of non-payment of a partial supply on the due date, SHYFTER SA reserves the right to cancel the balance of the order.

Article 6.

In the event of non-payment of an invoice on its due date and without prior formal notice, the debtor agrees to pay compensation set at 15% of the amount of the invoice due, with a minimum of €150.00, plus interest at the rate set by the law of 02.08.2002 relating to the fight against late payment in commercial transactions.

Without prejudice to any other remedies, we reserve the right to give you a warning, to temporarily or permanently suspend or terminate your access and to cease providing you with our services if you breach any or all of these Terms.

Article 7.

The purchaser acknowledges that this site has been compiled with the utmost care. It is for information purposes only and is subject to change. Shyfter.co cannot be held responsible for any damage caused directly or indirectly by the use of this site.

We do not warrant that the operation of our services will be uninterrupted, error-free or secure. While we endeavor to make the Shyfter.co website available to you seven days a week, 24 hours a day, we reserve the right, at any time and without notice, to interrupt access to the site for technical or other reasons, or to terminate our services, without being liable for such interruptions or for any consequences that may arise for you or for any third party.

Article 8.

Sending the invoice with the final balance is equivalent to a request for acceptance, if acceptance has not been carried out previously. In the absence of a complaint by registered letter within twenty days of the invoice date, the work will be deemed to have been accepted definitively and without reservation.

Article 9.

In the event of a dispute, other than the collection of unpaid invoices, the parties agree to have prior recourse to mediation by appointing an approved mediator and to participate in two sessions of at least two hours in order to attempt to find an amicable solution.

Article 10.

The Contract Price may be automatically revised in line with changes in the consumer index, by applying the following formula: P = (P0 x S) / S0, where : – P represents the price before tax after the revision. – P0 represents the pre-tax price on the contract renewal date or on the date of the previous revision. – S represents the value of the latest SYNTEC index published at the revision date. – S0 represents the value of the last SYNTEC index published on the date of the first invoice of the current year, or on the date of the previous revision. In the event of the disappearance of the selected index, and in the absence of agreement on a new index within the two-month period, the parties assign jurisdiction to the President of the Commercial Court of Brussels ruling in summary proceedings in order to define a new index to be included in the revision formula.

However, it is expressly recognized that SHYFTER will inform the Customer by e-mail (mailing) or other means of communication in the event of a change in its rates, so that the Customer has all the information necessary to renew or terminate the Contract.

Article 11.

In the course of providing its services, SHYFTER SA processes personal data on its own behalf, in its capacity as data controller. For further information on this processing, please consult our Privacy Policy.

SHYFTER SA also processes personal data on behalf of its customers, in connection with the use of the SHYFTER solution. In this case, SHYFTER acts as a subcontractor for its Customers. Appendix 1 of the present Terms covers these data processing operations. We also refer you to the Privacy Policy of each of our Customers for further information on this processing.

Article 12.

You agree to defend, indemnify and hold SHYFTER SA (including reasonable attorneys’ fees) and its agents, directors, officers and employees harmless from any claim or demand, made by any third party, due to or arising out of your breach of these Terms or your violation of any law or right of such third party.

Article 13.

You agree to comply with all applicable laws, regulations and standards relating to the use of our services.

Article 14.

Shyfter.co on the one hand and you on the other hand are independent parties, each acting in its own name and for its own account. These Terms of Use do not create any relationship of subordination, agency, joint venture, employer/employee or franchisor/franchisee relationship between Shyfter.co and yourself.

Article 15.

All disputes shall be subject to the exclusive jurisdiction of the courts of the judicial district of Brussels, even in the event of a warranty claim or multiple defendants. However, SHYFTER SA reserves the right to summon the defendant(s) to appear before the court having jurisdiction over their place of business. No method of payment or execution will bring novation or derogation to the present express clause of exclusive attribution of jurisdiction. Belgian law shall be exclusively applicable.

Annex 1 – Protection of personal data.

1. Purpose

SHYFTER SA processes Personal Data (hereinafter referred to as Data) on behalf of its Customers, in connection with the use of the SHYFTER solution. SHYFTER acts as a Subcontractor for its Customers.
Appendix 1 of the present Terms covers these Data processing operations.

The Customer is therefore the Data Controller in respect of all Data processing entrusted to SHYFTER. We therefore also refer you to the Privacy Policy of each of our Customers for further information on these Data Processings.

The purpose of this appendix to the Conditions is to describe the Data Processing operations that are carried out by SHYFTER on behalf of its Customers and to delimit the respective rights and obligations of the parties for the processing of Data within the framework of the current collaboration.

In the context of their contractual relationship, the parties undertake to comply with the regulations in force applicable to the processing of Data and, in particular, the General Data Protection Regulation (“RGPD”) and the law relating to the protection of individuals with regard to the processing of personal data of July 30, 2018.

2. Definitions

Unless otherwise stipulated, the concepts and terms in this appendix, shall be interpreted as defined in the RGPD.

3. Nature and purposes of processing

The purposes of the Processing are determined by the Customer, being the Data Controller. SHYFTER, being the Subcontractor, undertakes to process the Data, only and to the extent necessary, for the purposes of executing the present Conditions and in accordance with the documented instructions of the Data Controller, unless otherwise provided by law.

The nature of the Processing operations carried out on the Data includes: collection, recording, organization, structuring, storage, adaptation or modification, consultation, use and provision.

The processing purposes entrusted to SHYFTER by the Customer are as follows:

Personnel management
Customer management
Colleague management
Schedule management
Collection and management of time and attendance data
Management of medical certificate collection
Benefit control
Activity reports
Leave reports
Benefit sheets
Attendance sheets
Messaging
Contract creation and management
Signatory management
Document creation and management
DIMONA declaration management
Logging
User account management
Contact management

If, in breach of these Conditions, the Subcontractor determines the purposes and means of one or more Processing activities, it shall be considered a Data Controller in respect of such activities.

4. Types of Personal Data and categories of Data Subjects

SHYFTER processes on behalf of the Customer the Data required to provide the services subscribed to under the Contract.

The types of Personal Data processed are as follows:

Personal identification data ;
Electronic identification data ;
Worker ID ;
National Register identification number ;
Personal details;
Professional activities ;
Job information ;
Medical certificates ;
Financial identification data ;
Salary data ;
Safety data ;
Images and/or video ;
Dimona status and default Dimona times ;
Permits ;
Social secretariat reference ;
Clothing size ;
Skills and attributes assigned in the solution, section ;
Alert and notification preferences ;
Date sent and message time ;
Log data /logs.

The categories of Persons concerned by Data Processing are: Customers and service users.

5. Rights and obligations of the data controller

The Customer undertakes to comply with all obligations incumbent upon it in its capacity as Data Controller.

The Customer is responsible for ensuring that the processing of Personal Data is carried out in accordance with the RGPD (as provided for in Article 24 of the RGPD), applicable EU or Member State data protection provisions.

The Customer has the right and obligation to make decisions regarding the purposes and means of processing Personal Data.

In particular, the Customer must ensure that the processing of Personal Data that SHYFTER is commissioned to carry out has a legal basis within the meaning of the applicable Regulations.

The Customer undertakes to document in writing any instructions concerning processing operations entrusted to SHYFTER.

The customer may issue additional documented instructions at any time during the term of the Services contract. These instructions must always be documented.

It is the Customer’s responsibility, as the Data Controller, to ensure transparency with regard to the Data processing carried out and to provide the persons concerned with the information required in connection with such processing.

6.Subcontractor’s rights and obligations

SHYFTER undertakes to :

Process the Entrusted Data solely for the purposes detailed in point 3 of this appendix;
To process only the Data concerned that is strictly necessary, adequate and relevant to the purposes of processing determined, in the context of the correct and complete performance of the Services to be carried out on behalf of the Customer or by virtue of compliance with the obligations laid down by law;
Ensure that the Data is kept up to date, completed, corrected and deleted in order to guarantee its accuracy;
To assist and cooperate with the Customer in the event of requests made by the competent authorities or the persons concerned in order to comply with the obligations laid down by the laws and regulations applicable to the Protection of Personal Data. To this end, SHYFTER shall inform the Customer without delay of any request received from the persons concerned and the competent authorities. SHYFTER will not itself comply with such requests, unless authorized to do so by the Customer;
Assist the Customer in carrying out Data Protection Impact Assessments and prior consultation with the competent authorities, as provided for in Articles 35 and 36 of the RGPD ;
Assist and cooperate with the Customer in the event of a Data breach, in particular in accordance with the provisions of point 9 below;
Keep a Register of Processing activities carried out on behalf of the Customer in accordance with the provisions of Article 30.2 of the RGPD ;
Make available to the Customer all information necessary to prove compliance with the obligations set out in the RGPD and allow and facilitate audits, including inspections, carried out by the Customer or any other auditor commissioned by the Customer and in accordance with Article 28.3.h of the RGPD. SHYFTER undertakes to give the Customer access to its premises subject to a minimum of 10 days’ notice;
To ensure the complete confidentiality of the Data received or collected in the course of processing, to guarantee absolute confidentiality with regard to such Data and to oblige the persons authorized to process them (employees, subsequent subcontractors, etc.) to respect such confidentiality;
To create an internal framework and organization that limits access to the Data concerned to personnel strictly necessary for the execution of the Processing;
Raising staff awareness of data protection ;
Comply with the RGPD principles of data protection by design (Privacy by Design) and data protection by default ;
To appoint a Data Protection Delegate if the conditions of Article 37 of the RGPD are met. In this case, SHYFTER will transmit the contact details of its Data Protection Delegate to the Customer and undertakes to keep the Customer informed of any changes within 24H. Where SHYFTER does not appoint a Data Protection Officer, it will justify this in writing to the Customer.

SHYFTER undertakes to act only on documented Instruction from the Customer and to take appropriate measures to ensure that any natural person acting under its authority who has access to the Data does not process it, except on documented Instruction, unless obliged to do so by Union law or the law of a Member State.

SHYFTER shall immediately inform the Customer if, in its opinion, an instruction given by the Customer constitutes a breach of the Data Protection Regulations.

All instructions, instructions, e-mail exchanges, technical data, protocols, access codes, diagrams, plans, standards, etc. which are entrusted to SHYFTER by the CUSTOMER’s personnel within the operational framework of the execution of the Processing constitute the Documented Instructions.

The Documented Instructions are confidential and constitute a business secret of the Customer.

SHYFTER undertakes to collect and record the Documented Instructions in an internal file. It further undertakes to analyze these Documented Instructions and to notify the Customer as soon as possible in the event of any anomaly or obvious incompatibility between Documented Instructions, purposes, other Documented Instructions or the RGPD.

In the event of manifest incompatibility, SHYFTER will suspend processing after notifying the Customer and awaiting new documented Instructions.

If SHYFTER is required by Union law or the law of the Member State to which it is subject to process Data not in accordance with or not provided for by the Customer’s Instructions, SHYFTER undertakes to inform the Customer of this legal obligation prior to Processing, unless the law concerned prohibits such information for important reasons of public interest.

If the Processing involves Sensitive Data (personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, as well as genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation, or data relating to criminal convictions and offences), SHYFTER applies specific limitations and/or additional safeguards.

7. Subsequent subcontracting

In order to carry out the Data processing necessary to provide the Customer with the services provided for in the Contract, SHYFTER may have recourse to subsequent subcontractors, to whom specific processing operations are entrusted, which they will carry out on behalf of the Customer. The Customer hereby gives its general consent to the recruitment of further subcontractors, in compliance with the present article.

SHYFTER shall provide the Customer with a list of its subcontractors. SHYFTER undertakes to communicate any changes to this list proactively, in writing and in a fully transparent manner, at least 30 days in advance, thus giving the Customer sufficient time to object to such changes prior to the recruitment of the subsequent Subcontractor(s).

In this respect, SHYFTER will ensure that subsequent Subcontractors provide guarantees with regard to the Protection of Personal Data. SHYFTER will also ensure that any subsequent Subcontractor will be required to comply with contractual data protection obligations at least equivalent to those set out in this Appendix and in any event sufficient guarantees as to the implementation of appropriate technical and organizational measures.

SHYFTER guarantees that its subcontractors comply with the Regulation and this appendix. In the event that the subcontractor does not fulfill its data protection obligations, SHYFTER remains fully responsible to the Customer for the subcontractor’s fulfillment of said obligations.

7. Data localization and transfer

Any transfer of Personal Data to third countries by SHYFTER must always comply with Chapter V of the RGPD. Where transfers to third countries, which SHYFTER has not been instructed to carry out by the Customer, are required by the legislation of the EU or the Member State to which SHYFTER belongs, SHYFTER shall inform the Customer of this legal requirement prior to processing, unless such legislation prohibits such information for important reasons of public interest.

Entrusted Data are hosted on Cloud servers. This service is provided by the subsequent subcontractor Digital Ocean.

9. Notification of personal data breaches

In the event of a breach of Data or in the event of an incident likely to compromise the security of the Data, SHYFTER shall :

Immediately, and in any event within 24 hours of becoming aware of any breach, notify the Customer by sending an e-mail to the contact address provided by the Customer. The notification shall, at the very least, describe the nature of the Data breach including, if possible, the categories and approximate number of persons affected by the breach and the categories, approximate number of Data records affected and describe the likely consequences of the Data breach.
In collaboration with the Customer, immediately and in any event, without undue delay, adopt all necessary measures to minimize any type of risk that the Data breach may cause to Data Subjects, remedy any such breach and mitigate any possible adverse effects.

The Subcontractor undertakes to keep a register containing a list of Data breaches relating to the Data concerned referred to in this agreement, the relevant circumstances, their consequences and the measures adopted to remedy such breaches. This register shall be provided to the Customer at the latter’s request.

10. Safety measures

Taking into account the state of the art, SHYFTER undertakes, under the conditions of Article 32 of the RGPD, to take all appropriate Technical and Organizational Measures to secure the Personal Data and to maintain their security adequately – including securing against any form of careless, non-expert, incompetent or unlawful use and/or Processing, and securing against loss, destruction or damage – as well as for the protection of the confidentiality and integrity of the Data. These measures are available on request.

11. Duration of personal data processing

Data is kept by SHYFTER for the duration necessary for the Services.

The Customer, as data controller, determines the retention period applicable to the Data, on its own media, and in accordance with applicable regulations. We invite you to consult each Customer’s Privacy Policy for further information on these retention periods.

12. End of service

At the end of the service relationship, the Data is made available to the Customer on the Web Platform or, as the case may be, on the Application for a period of two years from the end of the contractual relationship. Access to the service is invoiced at €39 per month, irrespective of usage. At the end of this period, the Data is anonymized in SHYFTER’s IT systems, unless European Union or Belgian law requires the retention of personal data.

To this end, SHYFTER will confirm in writing to the Customer that the activities referred to in this point have been carried out, also mentioning the possible conservation of the personal data concerned, as required by the applicable legislation.

It is therefore the Customer’s responsibility to take all necessary steps to ensure the integrity and backup of the Data that SHYFTER will have communicated to it during the performance of the Contract and upon its expiry.

13. Application of this Endorsement

In the event of any contradiction between the Conditions and this Appendix, the terms of the latter shall prevail.

The possible invalidity of one or more clauses of this Annex or part thereof shall not affect the validity and enforceability of the other clauses and/or the remainder of the provision in question. In the event of the invalidity of one or more clauses, the Parties will negotiate to replace the invalid provision with an equivalent provision that meets the spirit of that provision. If the Parties fail to reach agreement, the competent judge may mitigate the invalid provision to the extent (legally) permissible.

Derogations, modifications and/or additions to the agreement are only valid and binding if they have been accepted by both Parties, unless otherwise provided for in these Conditions.