GENERAL TERMS AND CONDITIONS
These general terms and conditions (referred to hereinafter as: "Terms and Conditions") are provided to you by STARDEKK NV, which has its registered office at Baron Ruzettelaan 25, 8310 Bruges, Belgium, VAT BE 0474.598.036, Bruges RLP (Register of Legal Persons) (referred to hereinafter as: "STARDEKK").
The following definitions apply to these Terms and Conditions:
the software module(s) that STARDEKK makes available to the client, such as “Cubilis Booking Engine”, “Cubilis Channel Manager”, “Bookingplanner”’, “E-mailing list”, “Website Manager”' and “Little Restaurant” as laid down in the Price Quotation or Agreement;
any work that STARDEKK does for the Client and any services that STARDEKK provides to the Client, including making available, installing, making operational, maintaining and changing Software, providing domain name services and website hosting. This list is not exhaustive;
any natural or legal person with whom or which STARDEKK concludes an Agreement;
a Client’s non-exclusive, non-transferable right to use the Software and accompanying documentation exclusively for internal business purposes;
a proposal for an Agreement in which STARDEKK offers to provide Services at a particular price;
an agreement between STARDEKK and the Client in which STARDEKK undertakes to provide Services;
information regarding a party’s business operations that comes to the other party’s knowledge within the context of the object of the execution of the Agreement. This does not include information that (i) is public knowledge (ii) was already legitimately in the other party’s possession before the disclosure (iii) a third party legitimately discloses to the receiving party without any restriction or (iv) the receiving party developed independently, which is proven in writing.
By concluding an Agreement with STARDEKK, the Client acknowledges that he has taken due note of these Terms and Conditions in their present form and he accepts the contents thereof.
These Terms and Conditions apply to all Agreements, unless there is express and written agreement to the contrary.
The Client recognises that these Terms and Conditions replace all previous oral or written proposals or arrangements, as well as any other previous communication between the parties.
Subject to express written agreement to the contrary, these Terms and Conditions prevail over the Client’s Terms and Conditions and the latter must be regarded as non-existent.
These Terms and Conditions grant rights to the Client only, excluding any companies affiliated to him.
An Agreement comes into force when the Client accepts a valid Price Quotation from STARDEKK or when STARDEKK provides Services to the Client after having sent a Price Quotation, except if the Client immediately makes an objection by registered letter after the performance of such provision has commenced.
Price Quotations apply for 15 calendar days. STARDEKK has the right to withdraw the validity of a Price Quotation until the Client has accepted.
An Agreement has a minimum duration period of one year unless there is an express agreement to the contrary, and it will be tacitly extended for the same period.
All prices in the Price Quotations or Agreements are expressed in euros and, unless there is an express written message to the contrary, exclude VAT and other taxes. In general, rates communicated by STARDEKK for a certain service provision are determined within the scope of the working hours required to execute the services. STARDEKK can charge additional costs where supplements and additional work are essential.
The Agreement is invoiced annually. Invoicing can be converted to a monthly system at the Client’s written request and only by means of direct debit mandate, on condition that the Client pays an additional administrative fee.
Invoices are payable in cash at the registered office of STARDEKK within 14 calendar days after invoice date unless expressly agreed otherwise. If the invoice is not paid on the due date, then late payment interest of 1% per month, where every commenced month counts as a full month, is owed by operation of law and without any notice of default.
In the case of late payment, an additional fixed amount of compensation for damages of 15% of the outstanding invoice amount, with a minimum of 50 euros and a maximum of 2,500 euros, is owed by operation of law and without any notice of default.
If one invoice is not paid or is not paid in good time, such fact will mean that all outstanding invoices, even if they have not yet become due, will become due and payable immediately. In addition, in such a case, STARDEKK reserves the right to immediately suspend delivery of works or services, in which case the Client will be liable for all the damages or costs pursuant thereto.
The Services are provided on weekdays and during normal working hours (8:30 a.m. to 12:30 p.m. and 1.30 p.m. to 5.30 p.m., and, on Friday, to 3:30 p.m.).
The periods of execution provided by STARDEKK are indicative and not binding, unless the parties expressly agree otherwise in writing. Such periods are always expressed in working days.
Delay of the execution by STARDEKK does not generate any right to cancel the order or does not entitle the Client to compensation for damages.
STARDEKK grants the Client a non-exclusive, non-transferable user right to the Software.
STARDEKK will make reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for the periods of planned or unplanned maintenance. STARDEKK will always notify the Client in advance of planned maintenance works.
The Client can enter business information such as availability, room descriptions, room divisions, hotel facilities, room rates, promotions and photographs (non-exhaustive list) in the Software and change this at any point in time and at his own and exclusive responsibility.
The Client will make all reasonable efforts to prevent illegitimate access to or use of the Software. The Client will notify STARDEKK immediately if such illegitimate access or use comes to his knowledge.
The Client may use the Software for his own internal business processes only. Use by third parties is forbidden.
It is forbidden to do the following:
- except to the extent allowed by mandatory applicable legislation:
- translate, process, arrange, copy, duplicate, make derived works from or otherwise change all or part of the Software;
- decompile, reverse compile, disassemble or reverse engineer Software or convert it into a readable format in any other manner;
- re-publish, send or distribute the Software in any form, regardless of the manner or form;
- temporarily or permanently reproduce the Software in any other way, regardless of the manner or form;
- use the Software to develop competitive Services;
- license, sell, let, lease, transfer, allocate, distribute, display, disclose or commercially operate the Software any other manner or make it available to a third party.
The following is allowed to be done, however:
- legitimately reproduce the Software, to the extent that a copy is essential to be able to use the Software in accordance with these Terms and Conditions;
- observe, study and test the way in which the Software functions to establish what ideas and principles underlie the Software or an element thereof, to the extent that the Software is legitimately loaded, mapped, executed or filed;
- reproduce and translate the Software codes where such information is indispensable to ensure that the Software is compatible with other programs, to the extent that such information is not already quickly and easily available and the reproduction is restricted to the components of the Software needed for the compatibility.
The information that the Client obtains through the above-mentioned acts may not be disclosed to third parties, be used to develop, produce or market comparable software or used for any purpose other than to bring about the compatibility of the Software. Finally, the actions may not cause any harm to the legitimate interests of STARDEKK.
The registration of a domain name will only be fully completed following the receipt of an express, written confirmation of the registration by STARDEKK. Invoice payment does not apply as a guarantee for registration.
Registering a domain name having a top-level domain ("TLD”) code ".be" is done in accordance with the regulations of DNS BELGIUM vzw. The Client has taken due note of and accepts the general terms and conditions to register a domain name, which can be consulted via the link at www.dns.be, and declares that STARDEKK informed him about these terms and conditions.
Registering domain names having generic TLDs such as ".nl", ".com", ".org", ".biz", ".net", ".nu", ".info", ".tv", etc. is done in accordance with the regulations of the competent persons responsible for registering domain names, such as SIGN (www.SIDN.nl), DNS.LU (www.dns.lu), Afnic (www.afnic.fr) or ICANN (www.icann.org). The Client has taken due note of and accepts the general terms and conditions to register a domain name, which are available via the website of the respective persons responsible, and declares that STARDEKK informed him about these terms and conditions.
STARDEKK is in no way whatsoever liable for the mala fide registration of a domain name by third parties or for registering domain names at the Client’s request that might violate third parties’ rights. The Client will always indemnify STARDEKK for any claims by third parties pursuant to the registration of a domain name.
The Client is the sole person responsible for the proper use of the e-mailing list, thereby taking into account the STARDEKK specifications, documentation and instructions.
Spamming by means of the use of the e-mailing list is forbidden and will lead to immediate disconnection.
The Client is obliged to do the following:
- provide STARDEKK with all the necessary cooperation upon the execution of the Agreement and grant access to the necessary information to execute the Agreement;
- comply with all the applicable legislation and regulations upon execution of the Agreement;
- obtain and retain all the necessary licences and permits that STARDEKK requires to execute the Agreement;
- ensure that its network and systems meet the specifications that STARDEKK will provide from time to time;
- keep his account data, including his user name and password for the Software, confidential and not share them with, or transfer them to, third parties.
The Client is the sole person responsible for the purchase, maintenance and security of the network and telecommunication connections of their systems to the STARDEKK data centres.
Any problems, terms and conditions, delays, delivery mistakes and any other losses or damage arising from or in connection with such network or telecommunication connections fall under the Client’s responsibility, to the extent that this is legally allowed and unless it is expressly laid down otherwise in these Terms and Conditions.
The Client will notify STARDEKK immediately in writing of any disruption or outage of applications or of the STARDEKK network.
STARDEKK undertakes to make the Software available and to provide the Services with the required competence and care.
If the Software or Services do not meet these Terms and Conditions, STARDEKK will, at its own costs, make all reasonable efforts to rectify non-compliance immediately or provide the Client with an alternative means to achieve the desired performance.
STARDEKK also undertakes to make all reasonable efforts to remedy disruptions or outages of the Software or of the network within a reasonable period, without being bound to any compensation for damages.
Despite the above, STARDEKK will:
- not guarantee that the Client’s use of the Software and Services are uninterrupted or free of errors, or that the Software and Services will meet the Client’s demands;
- not be responsible for delivery mistakes or any damage or loss pursuant to the transfer of data via communication networks and communication facilities, including the internet, and the Client recognises that the Software and the Services can be subject to restrictions, delays and other problems that are inherent to the use of such means of communication.
STARDEKK is not liable for the incomplete or inadequate execution or non-execution of the Agreement where the non-compliance is caused by the Client’s use in conflict with STARDEKK’s instructions or by changes made to the Software by a party other than STARDEKK.
STARDEKK guarantees that it has and will have all the essential rights at its disposal necessary to comply with the Agreement.
All designs, studies, drawings, modules, software, configurations, creations and other intellectual property and business secrets that the Client receives from STARDEKK will at all times remain STARDEKK’s property.
All documents, of any nature whatsoever, drawn up by STARDEKK must be returned to it whenever it so requests. The person receiving such a request will remove all copies of such documents if he has them.
It is forbidden to put texts, images, pictures, logos and other information that violate the intellectual property rights of third parties on websites designed by STARDEKK. STARDEKK is not responsible for damage pursuant to the Client’s violation of third parties’ intellectual property rights.
Providing incorrect or false personal data is regarded as a violation of these Terms and Conditions, the Agreement and any terms and conditions of the STARDEKK websites.
Both parties can gain access to the other party’s Confidential Information in the execution of the Agreement. They undertake not to make the other party’s Confidential Information available to third parties or use it in conflict with these Terms and Conditions for any purpose other than to execute the Agreement. Any disclosure of Confidential Information to third parties requires the other party’s prior written consent.
However, a party may always disclose Confidential Information if he is required to do so by the applicable legislation or regulations or by a government body, court or other competent body. In that case, the other party is notified immediately and in advance, insofar as this is allowed by law.
STARDEKK is not responsible for loss, destruction, change or disclosure of the Client’s Confidential Information that is caused by a third party.
The Client recognises that the data of the STARDEKK Software constitute Confidential Information.
This component will remain in force after the Agreement has been terminated.
The Client must use the Services, Software and facilities provided by STARDEKK with due diligence and care. The Client is the sole person responsible for ensuring that these are used properly and legitimately, thereby taking into account the STARDEKK specifications, documentation and instructions.
The Client may not use the Services, Software, facilities, including the storage space provided, in any manner whatsoever for spamming, committing violations, that cause damage or hindrance to STARDEKK or third parties. Neither may the Client’s activities lead to same. In addition, the Client ensures that there are no criminal or violating data, files, software, meta-tags, hyperlinks, deeplinks or comparable references or contents on devices made available by STARDEKK.
Whenever STARDEKK so requests, the Client will indemnify it in any proceedings filed against STARDEKK relating to the violation of obligations in this provision and, to this end, will intervene in the proceedings whenever it is requested to do so and at its own costs.
The Client will immediately respond to any request by STARDEKK or to any reasonable request by a third party to remove and/or adjust own contents on the Software made available by STARDEKK.
STARDEKK only guarantees that the Software and Services meet the specifications that it has issued and that they will be free of visible defects. Any other guarantee will be expressly excluded.
STARDEKK is only liable vis-à-vis the Client for the direct damage actually suffered and proven and resulting from non-compliance with the obligations that have been expressly included in the Agreement. STARDEKK is not liable for any loss of income, loss of profit or expected profit, loss of expected savings, loss or impairment of turnover, contracts, reputation or goodwill, loss, damage or confusion of data or any other form of indirect consequential loss of any nature whatsoever, regardless how such damage or loss originated and regardless whether this was caused by breach of contract, wrongful act or violation of legal obligations.
STARDEKK cannot be held liable for defects to products of which it did not or could not know or of any internet outage due to technical or other malfunctions regardless of whether or not this was caused in the STARDEKK network.
STARDEKK’s liability within the scope of an Agreement will, per claim or totality of the claims arising from the same incident or cause, never exceed the total of the amounts invoiced to the Client and paid (either periodically or not) by the latter for the Software and Services (excluding installation costs) for a period of 3 months preceding the incident and relating to the Agreement on which the claim is based.
Any violation by the Client of these Terms and Conditions will in no case whatsoever lead to liability on the part of STARDEKK.
The Client will defend and indemnify STARDEKK against claims, proceedings, losses, damage, expenses and costs (including but not restricted to judicial costs and actual lawyers’ fees) that arise from or are related to the Client’s use of the Software and the Services. STARDEKK will grant reasonable cooperation in defending and finalising such claims and proceedings at the Client’s costs.
When concluding an Agreement, the Client will provide STARDEKK with valid, up-to-date and full credit card details and any other relevant contact and payment details. This authorises STARDEKK to invoice the agreed price to the credit card. This is done for the first time when the Agreement is formed and, thereafter, upon every period of renewal for one year.
STARDEKK is a PCI-compliant enterprise and acts within the scope of processing payment details in accordance with the PCI COMPLIANCE guidelines. More information can be consulted via the link at: www.pcicomplianceguide.org.
STARDEKK cannot be held liable for the theft of payment details or for actions by the Client or by third parties in conflict with the PCI COMPLIANCE guidelines.
Both parties can terminate the Agreement by sending the other party a written notice thereof at least three months before the current expiry date. In that case, the Agreement will end when the expiry date expires.
STARDEKK can terminate the Agreement with immediate effect if:
- the Client fails to pay an amount of the invoice owed on the due date on the grounds of the Agreement;
- the Client commits a breach of these Terms and Conditions;
- the Client finds himself in a state of insolvency or is involved in proceedings of bankruptcy, liquidation or other judicial or extra-judicial debt settlement proceedings;
- the Client terminates or is in danger of terminating all or part of his activities;
- there is a change of management at the Client’s.
Upon termination of the Agreement for whatever reason:
- all STARDEKK’s claims vis-à-vis the Client will become immediately due and payable;
- all Licences granted by virtue of the Agreement will be terminated immediately and the Client will immediately stop using the Software and Services;
- the Client will return all STARDEKK’s property and/or documentation (and copies thereof) and no longer use them;
- STARDEKK can destroy the Client’s data in its possession, unless it receives a written request from the Client for a copy of such data no later than 10 calendar days after the date of the termination. In that case, STARDEKK will make reasonable efforts to provide the Client with the copy within 30 calendar days after it has received the request, on condition that the Client has remitted all payments and costs owed at that moment. STARDEKK can charge a reasonable amount for the costs incurred for copying or removing the Client’s data.
The termination of the Agreement does not affect the rights, legal remedies, obligations or liabilities of the parties that arose before the moment at which the Agreement was terminated.
Complaints regarding the Services must be reported to STARDEKK by registered letter within 10 calendar days following delivery or performance. If the Client fails to report the complaint (in good time), STARDEKK can no longer be held liable for such incident. Filing a complaint does not hinder the Client from being obliged to fulfil his contractual obligations.
Any complaints relating to the delivery of Services cannot be used as an excuse to suspend or delay invoice payment. Any objection to the invoice must be reasoned and sent by registered letter within 10 calendar days after the date of dispatch of the invoice, failing which, such invoice and the provision of works or services to which the invoice relates, will be regarded as having been completed and unconditionally accepted.
Notwithstanding any conflicting provision in these Terms and Conditions, STARDEKK is not liable for any loss or damage that the Client can suffer as direct or indirect consequence of the fact that the delivery of the Software or the Services is hindered or delayed or rendered impossible, substantially more difficult, more expensive or unprofitable by circumstances or events beyond STARDEKK’s reasonable control, including (but not restricted to) force majeure, war, rioting, strike, lock-out, commercial disputes or labour unrest, accident, outage of installations or machines, fire, flooding, storm, difficulties or increased costs in finding manpower, materials, raw materials or transport.
If substantial and disproportionate harm is caused to the interests of one of the parties as a direct consequence of changes in economic and/or business circumstances beyond the control of such party, then, at the written request of such party, the parties will meet without delay to discuss whether such an event is indeed occurring and, where appropriate, what changes may need to be made to the contract terms and conditions to honestly and fairly ensure that the harm referred to in this article can be limited or avoided, on the understanding that such manner will in any event need to consider each of the parties’ interests.
The invalidity, unlawfulness or non-enforceability of one or more provisions of these Terms and Conditions does not prejudice the validity, applicability and enforceability of the other provisions or of the documents related thereto.
The Client’s rights and obligations arising from the Agreements with STARDEKK cannot be transferred, either fully or partially, to third parties, without STARDEKK’s advance and written permission.
STARDEKK reserves the right to have a subcontractor perform all or part of the works. It personally bears the responsibility for such subcontracting unless the parties agree otherwise.
20.Applicable law and choice of Court
The Client will first attempt to solve any problems or disputes with STARDEKK by contacting STARDEKK in writing.
All disputes relating to the validity, interpretation, enforcement or termination of the Agreement of these Terms and Conditions will be governed by Belgian law. Application of the Vienna Sales Convention is expressly excluded.
All (pre-contractual and contractual) disputes arising from the Agreement or these Terms and Conditions will be submitted exclusively to the Courts of the registered office of STARDEKK. This clause regarding the Court is agreed in favour of STARDEKK and does not prevent the latter from being able to choose to issue summons to appear before another Court on the grounds of the circumstances.