1. General provisions
1.1. These sales conditions are effective from the customer’s signing of an agreement to use the restaurant reservation system, obtaining a unique login code or other services performed by the company in which OctomanPro is based, accepting an invoice, confirming an order via e-mail, the signing of a quote, … without this list being exhaustive.
1.2. All previous verbal or written agreements and agreements with regard to these terms and conditions of sale are considered void and are replaced by the conditions stated herein.
1.3. The agreement is entered into on the basis of the prices and rates valid on the date of signature of the agreement, date of the invoice, quotation or confirmation of the order via e-mail
1.4. When a price offer is signed or the unique login code is created by the customer, a complete and legally valid agreement is deemed to have been concluded.
1.5. Only after this cooperation and payment of the agreed first monthly license should OctomanPro proceed with the execution of the agreement under the conditions as further determined.
2. Online Restaurant Reservation system
2.1. The service consists of the provision of an online reservation tool and the maintenance of this tool.
2.2. For all services relating to the provision of the reservation system and maintenance, a fixed hourly rate of € 75 (excl. VAT) is charged based on the actual number of working hours worked. This does not apply to price quotes or if a fixed price has been agreed. This also does not apply if the customer has concluded a contract.
If a fixed price has been agreed upon, additional work, that is to say, work carried out on top of the previously determined assignment, will always be carried out at the hourly rate and rate of 75 euros per hour (excl. VAT). The additional works are proven by the mere execution thereof.
2.4. When signing an order form or agreement to which these conditions apply, the monthly amount will be invoiced.
3. Duration and termination
3.1 An agreement between OctomanPro and the customer for a user license and hosting has a minimum duration of 1 year, starting on the date of signing the agreement. Cancellation is possible via registered letter. OctomanPro or the customer must reach this registered letter no later than 1 month before the annual due date. If this cancellation occurs late, it will only be considered as a cancellation for the following year. If no cancellation is served, the services are tacitly extended for the duration of one year. All other services provided by OctomanPro that have a repetitive nature can be canceled provided that a one-month notice period is taken into account. This must also be done in writing.
3.2 OctomanPro has the right to terminate the agreement with immediate effect without notice or judicial intervention if:
a) The customer does not adhere, improperly or incompletely to the agreement concluded with OctomanPro including the associated sales conditions. Reference can be made here, among other things, to late payments, the copying of personal data, etc.
b) The customer has been declared bankrupt. The customer is then not entitled to any compensation.
c) It appears that the customer places discriminatory texts, images, banners or hyperlinks to websites with discriminating content on his / her website or wants to place it or makes any other use of his / her website prohibited by law. In this case, OctomanPro is entitled to immediately place the user tool offline, even without an explicit request from the judicial authorities.
All services provided by OctomanPro may not be edited or processed in websites other than the website for which the service was originally provided without the express permission of OctomanPro. Maintenance by third parties of implementation by OctomanPro on the website is only permitted if the parts manufactured by OctomanPro are used in the website of the company that has entered into a contract with OctomanPro.
The online reservation system provided by OctomanPro remains the property of OctomanPro.
OctomanPro reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.
The services provided by OctomanPro may at all times be used by OctomanPro for assignments for third parties, unless OctomanPro has expressly signed a waiver not to do so.
OctomanPro reserves the right to provide services provided at any time as a reference to third parties unless otherwise agreed.
2. Execution of the agreement
OctomanPro will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and insofar as the proper execution of the agreement requires, OctomanPro has the right to have certain work done by third parties.
The customer ensures that all data, of which OctomanPro indicates that they are necessary or of which the customer should reasonably understand that they are necessary for the execution of the agreement, is provided to OctomanPro in a timely manner. If the data required for the implementation of the agreement has not been provided to OctomanPro in time, OctomanPro has the right to suspend the performance of the agreement and / or to charge the customer the additional costs resulting from the delay according to the usual rates. .
OctomanPro is not liable for damage of whatever nature caused by OctomanPro based on incorrect and / or incomplete data provided by the customer.
If it has been agreed that the agreement will be executed in several phases, OctomanPro can suspend the implementation of those parts that belong to a subsequent phase until the customer has approved the results of the preceding phase in writing.
The customer indemnifies OctomanPro against any claims from third parties that suffer damage in connection with the implementation of the agreement and which is attributable to the customer.
3. Delivery and delivery time of the website
The delivery and execution times are only indicative and therefore without any commitment from OctomanPro. Unless expressly agreed otherwise in writing, non-compliance can never give rise to compensation.
4.Payment, suspension and termination
4.1. Any complaint in connection with an invoice or with invoiced works must be made by registered letter within five days after the invoice has been sent, under penalty of inadmissibility.
If an invoice is not paid within the due date, a reminder will be sent. Administrative costs can be charged for this with a minimum of 20 euros.
At least every invoice that is not paid on time will be increased by 10% or by a minimum amount of 250 euros.
4.2. If a payment reminder remains unsuccessful, OctomanPro will furthermore suspend all current services, including the removal of the booking module on the website, until full payment of all outstanding balances. This suspension does not affect the right to demand full payment of all outstanding amounts. Under no circumstances can this suspension give rise to legal claims (damages, etc.) from the customer.
4.3. In the event of a suspension of current services, the fixed costs for this will continue unabated, and these costs will also be invoiced.
4.4. If it is clear that the customer cannot settle the outstanding invoices (for example due to bankruptcy or suspension of payment), or indicates that he does not want to do so, OctomanPro can immediately and irrevocably terminate this agreement by operation of law and without notice of default, without cancellation or compensation. . This also does not affect the right to demand full payment of all outstanding amounts.
4.5. In the event of serious and / or repeated breaches of this agreement by the customer or in the event of legal intervention, the agreement can be suspended or terminated, as stated in the previous articles.
4.6. A suspension can only be lifted if there is sufficient evidence of compliance with all obligations by the customer.
4.7. In all cases of termination, by OctomanPro or by the customer, all fees for current services remain due until the effective date of termination of the agreement. Upon termination, OctomanPro retains the right to claim full payment of all outstanding amounts, plus interest, and to claim compensation for any damage it has suffered as a result of acts or negligence of the customer.
4.8. All possible administrative costs for the termination of this agreement, both by OctomanPro and by the customer, are always borne by the customer.
4.9. Upon termination of this agreement, all data on a computer or server managed by OctomanPro can be deleted. Loss of this data can under no circumstances give rise to legal claims from the customer.
4.10. As long as the elements that form part of the agreement are not fully paid, they remain the sole property of OctomanPro regardless of the consensus on the modality of the sale. OctomanPro reserves the right to take them back at the expense of the customer, wherever they may be. In this case, the agreement is dissolved without judicial intervention, without prejudice to the right to compensation on the part of OctomanPro.
4.11. Every invoice that is not paid on its due date automatically and without proof of default brings a conventional referral interest of 12%.
In addition to and above this conventional referral interest, the customer will also owe compensation for 10% of the amount owed with a minimum of 250 euros for every, even partial, unpaid invoice, even if grace periods are granted. This amount will be due in addition to all legal costs and costs of implementation.
In the event of non-payment on the due date of an invoice, all non-expires
invoices without notice and immediately legally due and payable.
If the invoice is issued at the request of the customer in the name of a third party, the customer remains responsible for payment thereof.
5. Complaints and liability
5.1. All possible cases of force majeure, which are generally all circumstances that prevent, reduce or delay the execution of the order or that would cause an exaggerated increase in the obligations of OctomanPro, will in any event discharge OctomanPro from its liability. Possibility of not, late or inadequately executing its commitments, without being liable for any compensation.
5.2. OctomanPro will make every effort to ensure that its performance runs as quickly as possible, technically smoothly and with as little inconvenience as possible. Given the technical complexity and variety of computer technology, OctomanPro will not be held liable for any interruptions, delays, malfunctions or data loss, and does not provide any explicit or implicit guarantee of its performance. OctomanPro cannot be held liable in the event of a server failure. As soon as this problem is noticed, OctomanPro will do everything necessary to resolve the server problems and to place the module online again.
5.3. OctomanPro’s activities depend on the cooperation, services and deliveries of third parties, over which OctomanPro can exercise little or no influence. OctomanPro can therefore not be held liable in any way for defects and malfunctions in products or services from third parties or for negligence, omission or non-performance of these third parties.
5.4. OctomanPro is not liable for infringement of patents, licenses or other rights of third parties through the use of data provided to it by or on behalf of the customer for the execution of the assignment.
5.5. All complaints regarding the delivered services and products must be brought to the attention of OctomanPro by registered letter within 8 days after discovery, but at the latest within thirty days after completion of the delivered services.
5.6. If the customer fails to accept the delivery, the 5-day period begins to run at the time the invoice is sent.
5.7. Any defects in a part of the delivery do not give the customer the right to refuse the whole of the delivery.
5.8. OctomanPro’s liability is limited to the reimbursement of the price of the non-conforming part of the performance, and cannot give rise to any other compensation.
5.9. The customer remains fully responsible vis-à-vis third parties for the content and form of the delivered services and products ordered by him.
5.10. The customer indemnifies OctomanPro against all claims from third parties.
5.11. When paying an invoice, even with a partial payment, it can always be assumed that the works concerning the reservation module have been accepted and approved by the co-contracting party in terms of price and quality, unless the co-contracting party has lodged a protest against the invoice within the period stated below.
5.11. OctomanPro is not liable for damage in the broadest sense of the word, unless this damage is caused by gross negligence or intent by OctomanPro.
5.12. A complaint does not suspend the obligations of the customer.
5.13. The damage that OctomanPro experiences in the event of cancellation or cancellation of the agreement by the customer is determined at a maximum of 40% of the value of the contract.
5.14 If the co-contracting party fails to pay the invoice on the due date, the
agreement will be dissolved after OctomanPro has indicated its intention to do so by registered letter and without prior notice of default. In this case, OctomanPro also has the right to claim compensation on top of the outstanding invoice amount, which is set at a maximum of 40% of the value of the contract and, in addition, to demonstrate damage to the property.
6. Choice of law and jurisdiction
6.1 Only Belgian law applies to all our contracts for deliveries and works.