GENERAL TERMS AND CONDITIONS (GTC)

MadeForYou Design & Technology GmbH
Seeresidenzen 132, 7111 Parndorf, Austria

For Business Customers (Opticians)

Version dated 1 January 2026

1. General Provisions and Scope

1.1. The following General Terms and Conditions (hereinafter referred to as the “GTC”) apply to all orders for services concluded between MadeForYou Design & Technology GmbH, Seeresidenzen 132, 7111 Parndorf, Austria, Commercial Register No. FN 627110x (hereinafter referred to as the “Contractor”) and its business customers (opticians) (hereinafter referred to as the “Client”).

1.2. These GTC govern the conclusion and performance of contracts for work and services (hereinafter collectively referred to as the “Services”) between the Contractor and its Clients. The Contractor’s current range of Services is available on the website www.yooy.design and in the “yooy” app.

1.3. The Client declares that it is acting as an entrepreneur. For the purposes of these GTC, an entrepreneur is any natural or legal person, or partnership with legal capacity, that enters into contracts or places orders while acting in the course of its trade, business, or independent professional activity. References to entrepreneurs shall also include legal entities under public law and special funds under public law where applicable.

1.4. Any ancillary agreements, reservations, amendments, or supplements to these GTC shall be valid only if made in writing and expressly confirmed in writing by the Contractor.

These GTC shall also apply where the Contractor performs an order without reservation despite being aware of conflicting or deviating terms and conditions of the Client. Any deviating agreements shall apply only to the individual contract concerned and shall not apply to future contracts unless expressly agreed otherwise in writing.

The applicability of the Client’s own general terms and conditions is expressly excluded.

1.5. These GTC apply irrespective of the manner in which the contract is concluded, including contracts concluded exclusively by means of distance communication. They govern the entire business relationship between the Contractor and the Client, even where they are not expressly referred to in individual cases. The version of these GTC valid at the time the contract is concluded shall apply.

1.6. The Contractor reserves the right to amend these GTC at any time. The amended version shall apply to all contracts concluded after its publication on the Contractor’s website at www.yooy.design.

2. Use of the “yooy” App

2.1. Use of the app requires prior registration, including the provision of the following information: contact person, company name, company address, commercial register number. Following manual verification, the account will normally be activated within 48 hours. The user will automatically receive an email confirming activation.

2.2. The app may be used exclusively by professional opticians. Login credentials (username and PIN) must be stored securely and treated as confidential.

2.3. Use of the app is free of charge. Proper operation requires an Apple iPad Pro (7th generation or later). The Contractor reserves the right to modify, extend, or update the app’s functions and technical requirements at any time. Users are responsible for ensuring that the app is kept up to date by installing available updates.

2.4. By registering, the user expressly agrees that the company name, business location (city/postal code), and, where applicable, the company logo may be displayed on the Contractor’s website and within the app as a reference customer. Such display is solely for representative purposes (e.g., “Partner Optician” or “User Directory”) and will not include any personal data. The user may object to such display at any time with future effect by sending an email to info@yooy.design.

2.5. The user may request deletion of their account at any time by providing informal notice to the Contractor.

2.6. MadeForYou Design & Technology GmbH reserves the right to suspend a user account or terminate the contractual relationship with immediate effect where the user breaches these GTC.

2.7. For questions, technical issues, or complaints, Customer Service can be contacted by email at info@yooy.design

3. Conclusion of Contract

3.1. By submitting an order through the app, the Client makes a binding offer to conclude a contract for work and serviceswith the Contractor.

3.2. The contract shall be classified as a contract for work and services, even where the Contractor supplies the materials required for production. The primary purpose of the contract is the manufacture of the work in accordance with the Client’s individual specifications.

3.3. The contract is concluded upon the automated transmission of the order confirmation together with the invoice to the Client by email.

3.4. The Client may cancel an order within 24 hours of placing it either through the app or by email to info@yooy.design.

3.5. There is no minimum order quantity. A maximum of ten (10) eyeglass frames may be ordered per order.

3.6. Each contract is based on the order submitted by the Client. Every order constitutes a separate offer to conclude a contract.

3.7. The Client shall have no entitlement to the conclusion of a contract. The Contractor reserves the right to reject orders without stating any reasons.

4. Authorized Recipients of the Services

4.1. The Services may only be used by the Client and the Client’s employees. Third parties are not entitled to use the Services.

4.2. Any assignment of claims arising from the Services against the Contractor shall require the Contractor’s prior written consent.

5. Fees and Payment Terms

5.1. By placing an order for the selected Service, the Client acknowledges that the requested Service is subject to payment.

5.2. Unless otherwise agreed, Services shall be invoiced at the fixed prices specified in the order confirmation. Value Added Tax (VAT) shall be shown separately on the invoice at the applicable statutory rate.

5.3. All prices are stated net, exclusive of statutory VAT. Where the Client provides a valid VAT Identification Number (VAT ID), VAT shall not be charged for Clients established within the European Union where the requirements for an intra-Community supply are met.

5.4. Payment shall be made by bank transfer to the account specified by the Contractor. Unless otherwise agreed in writing, invoices are payable within fourteen (14) days from receipt of the invoice without deduction. Any bank charges or payment fees incurred shall be borne by the Client. Cash discounts or other discount arrangements shall not apply. Payment shall be deemed to have been made only when the full invoiced amount has been irrevocably credited to the Contractor’s bank account. Should the Client default on payment despite receiving a written reminder and an additional grace period, the Contractor shall be entitled to perform further Services only against advance payment and/or to withdraw from the contract.

5.5. In the event of late payment, the Contractor shall be entitled to charge default interest at a rate of 9.2 percentage points above the applicable base interest rate. The Contractor’s right to claim compensation for any additional damages exceeding the default interest shall remain unaffected. The Client shall reimburse all costs incurred in connection with the collection of outstanding amounts, including, but not limited to, reminder fees, debt collection costs, and the reasonable costs of out-of-court and judicial legal representation.

5.6. If the Client withdraws from the contract, the Client shall reimburse the Contractor for all costs and expenses incurred up to the date of withdrawal.

5.7. The Client shall not be entitled to offset any claims against claims of the Contractor or to withhold due payments.

6. Performance of Orders; Delivery

6.1. The individually designed acetate eyeglass frames are manufactured by the Contractor. All orders are carried out in accordance with the current state of science and technology.

6.2. The Contractor shall be entitled to engage third parties in the performance of its contractual obligations. Notwithstanding the foregoing, the Contractor shall remain solely responsible towards the Client for the proper performance of the Services.

6.3. Delivery shall be made by a shipping service provider within Austria and Germany.

6.4. Delivery generally takes one (1) to three (3) weeks. Should circumstances arise, or become apparent to the Contractor, which make it impossible to comply with the agreed delivery period or to perform the Services on time, the Contractor shall inform the Client without undue delay by email. Where no delivery dates or deadlines have been agreed, the Contractor shall perform the Services within a reasonable period following receipt of the order.

6.5. All delivery periods and delivery dates are subject to product availability and timely receipt of supplies from the Contractor’s own suppliers.

6.6. Shipping costs shall be borne by the Contractor.

6.7. If performance of the agreed Services becomes impossible for reasons beyond the Client’s control and beyond the Contractor’s control, the Client shall be released from the obligation to pay the agreed remuneration.

7. Client Obligations

7.1. The Client shall provide the Contractor, free of charge and in due time before the performance of the Services, with all information required for the execution of the order by means of the app provided by the Contractor. The Contractor shall perform the Services on the basis of the information, measurements, and data supplied by the Client. The Contractor is under no obligation to verify such information for accuracy or completeness. The Contractor shall have no duty to warn the Client of any concerns regarding the information provided by the Client.

7.2. If the Client fails to fulfil its obligations, or fails to do so in a timely manner, resulting in delays and/or additional work, the agreed performance period shall be extended and/or the agreed remuneration shall be adjusted accordingly.

7.3. For the purpose of issuing the MDR Certificate of Conformity, the Client is required to provide the end customer’s name or another unique identifier (e.g., customer number) with every order.

7.4. Where additional content (e.g., for engravings) is submitted, the Client shall ensure that the respective customer has been informed that such data will be transferred to the Contractor.

7.5. The Client warrants that it is legally entitled to process and transmit such personal data.

7.6. The Client represents and warrants that the commissioned Services and the resulting work do not infringe any rights of third parties. The Client further warrants that it solely holds all rights required for the performance of the contract and that such rights have not previously been granted or transferred to any third party. The Client shall fully indemnify and hold the Contractor harmless against any and all claims asserted by third parties arising from an infringement of third-party rights caused by the Client or by documents, materials, or other content supplied by the Client.

7.7. This indemnification shall include, in particular, the costs of pre-litigation legal representation, reasonable legal defence before courts or other authorities, payments made under commercially reasonable settlements, and any other losses or disadvantages resulting from such third-party claims.

7.8. The Contractor shall be entitled to use designs created by the Client for presentation purposes within its showroom and on the website www.yooy.design. Any further use for advertising or marketing purposes shall require the Client’s prior express consent.

7.9. The Client hereby grants the Contractor a non-exclusive, royalty-free, worldwide, and perpetual right to use the content, materials, and works provided by the Client within the framework of this Agreement, as well as the works produced by the Contractor on the basis thereof (including eyeglass frames). This licence includes, in particular, the right to use and exploit such content through electronic media, telecommunications media, and any other media currently known or developed in the future.

7.10. The rights granted under this Section shall survive the termination or dissolution of this Agreement, regardless of the reason for such termination.

8. Warranty

8.1. In the event of warranty claims, the Contractor shall be entitled to refuse repair, replacement, or re-performance of the Services where such remedy is impossible or would involve disproportionate effort compared with a price reduction or termination of the contract.

8.2. Public statements made by the Contractor or its agents, in particular in advertising materials, shall not constitute any binding agreement regarding the characteristics or outcome of the Services and shall not be deemed to constitute a guarantee.

8.3. The Client shall inspect the delivered Services immediately upon receipt and shall notify the Contractor in writing of any defects no later than one (1) week after acceptance or receipt. Failure to comply with this obligation shall exclude any warranty claims, claims for damages, claims based on mistake, or any similar remedies. The Client shall bear the burden of proof with respect to all requirements of its claims, including the existence of the defect, the date on which the defect was discovered, and the timely notification of the defect. The warranty period shall be six (6) months from acceptance or receipt of the Services.

8.4. Unless expressly acknowledged by the Contractor in writing, any warranty claims must be asserted before the competent court within three (3) months; otherwise, such claims shall lapse.

8.5. Each eyeglass frame is manufactured as a custom-made product in accordance with the information and specifications provided by the Client. Accordingly, returns or acceptance of returned products are excluded. Returns shall only be accepted in exceptional cases and only with the Contractor’s prior express consent.

9. Limitation of Liability

9.1. The Contractor shall not be liable for any temporary unavailability, technical malfunctions, or errors of the “yooy” app.

9.2. The Contractor shall not be liable for any loss of data within the app or for errors resulting from improper use of the app.

9.3. During the ordering process, the app may generate automated recommendations for the optimal fit of the eyeglass frame based on measurements of the end customer (e.g., via facial scanning). These recommendations are provided solely as guidance and do not constitute medical advice or binding recommendations. The final decision regarding the configuration, design, and fit of the eyeglass frame rests with the Client (optician) in consultation with the end customer. The Contractor shall not be liable for any deviations in fit or limitations in wearing comfort resulting from such recommendations.

9.4. The app includes a function for capturing certain facial measurements (e.g., face width, face height, bridge width, and skin tone) for the ergonomic customization of the eyeglass frame. This data is processed exclusively locally on the user’s device and is not transmitted to any servers.

9.5. The Contractor neither stores nor centrally processes this data. Any association of such measurements with a design name is made exclusively by the app user or the Client. It is the sole responsibility of the Client to choose an anonymous, GDPR-compliant design name that does not permit identification of the end customer.

9.6. The Contractor shall not be liable for any violations of applicable data protection laws resulting from improper naming, disclosure, or local storage of design files by the Client.

10. Damages

10.1. Any claims for damages against the Contractor are excluded unless the damage has been caused intentionally or through gross negligence. In cases of slight negligence, the Contractor shall only be liable for personal injury.

10.2. Liability for consequential damages, financial losses, unrealized savings, loss of interest, loss of profit, and damages arising from claims asserted by third parties against the Client is excluded. Furthermore, the Contractor’s liability for each individual claim shall be limited to the total value of the respective order.

10.3. Any claims for damages must be asserted before the competent court within six (6) months after the Client became aware of both the damage and the identity of the liable party; otherwise, such claims shall lapse.

10.4. The Contractor shall not be liable for the restoration or replacement of lost data and/or software unless such loss has been caused intentionally, through gross negligence, or by fraudulent conduct. Even in such cases, liability shall exist only where the Client has implemented appropriate backup measures in accordance with the current state of technology, enabling the lost data and/or software to be restored with reasonable effort.

11. Force Majeure

11.1. In the event of force majeure, the Contractor shall be entitled, at its discretion, to withdraw from the contract in whole or in part or to suspend delivery for the duration of the force majeure event. The Client shall not be entitled to derive any claims from such suspension or withdrawal, including, without limitation, any right to terminate the contract or claim damages against the Contractor.

11.2. Force majeure shall include, but shall not be limited to, events such as civil unrest, war, strikes, natural disasters, epidemics, pandemics, acts of terrorism, adverse weather conditions, traffic disruptions (including road closures, roadworks, or traffic congestion), fires, governmental measures, or any comparable events beyond the reasonable control of either party. Force majeure shall also include all consequences arising from such events, including, in particular, travel restrictions, travel bans, entry or exit restrictions, export restrictions, curfews, access prohibitions, mandatory business closures, and similar governmental measures which prevent or materially hinder the performance of the contract, the provision of the Services, or the acceptance and delivery of the work produced under the contractual relationship.

12. Final Provisions

12.1. Unless otherwise agreed in writing, the place of payment and performance for all Services shall be:

Seeresidenzen 132
7111 Parndorf
Austria

12.2. The contractual relationship between the Contractor and the Client shall be governed exclusively by the laws of Austria, excluding its conflict of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

12.3. The court having subject-matter jurisdiction for 1010 Vienna, Austria, shall have exclusive jurisdiction over all disputes arising between the Contractor and the Client. Notwithstanding the foregoing, the Contractor shall also be entitled to bring legal proceedings before the court having general jurisdiction over the Client.

12.4. Information regarding the processing of personal data by the Contractor can be found in the Contractor’s Privacy Policy, available on the Contractor’s website.

12.5. Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic intent and purpose of the invalid provision. The same shall apply in the event of any omissions or gaps in these GTC.