Terms and conditions

1. Applicability

1. These terms apply to every offer and every agreement between OctoMarkets and a business customer (“customer”). OctoMarkets supplies to businesses only (B2B); consumer law does not apply.
2. Deviations apply only if agreed in writing. Purchasing terms or other terms and conditions of the customer are expressly rejected.

2. The service

1. OctoMarkets connects the customer’s shop systems to online marketplaces and manages product content, offers, stock, prices, orders, shipping and returns on the customer’s behalf (“the service”).
2. The service is a continuous managed service (an obligation to use best efforts), not a one-off delivery. OctoMarkets determines the technical manner of performance and may deploy AI systems and subcontractors for that purpose; OctoMarkets remains responsible towards the customer for the result.
3. Marketplace accounts are and remain the customer’s. The customer remains responsible for the relationship with, and the obligations towards, every marketplace (including product liability and statutory requirements applying to the products themselves).

3. Formation of the agreement

An agreement is formed by written (or email) confirmation of a proposal resulting from the free marketplace scan, or by actual commencement of use of the service.

4. Customer obligations

1. The customer provides in good time the access required for the service (API credentials for shop systems and marketplace accounts) and keeps that access valid.
2. The customer warrants that the product data supplied and the assortment carried do not infringe the rights of third parties and comply with the applicable legislation (including GPSR and trade mark rights).
3. Decisions that only the customer can take (assortment, pricing, brand-name choices) are submitted by OctoMarkets via the worklist; the customer responds within a reasonable period. Delay caused by outstanding decisions is not for OctoMarkets’ account.

5. Prices and payment

1. All prices are stated at octo.markets/prijzen, are in euros and exclusive of VAT. The service comprises a fixed monthly amount (base + modules) and a one-off onboarding fee. OctoMarkets never charges commission or costs per order.
2. Invoicing is monthly in advance; payment term 14 days. A 10% discount applies in the case of annual advance payment.
3. If the catalogue limit of the chosen base tariff is exceeded, the next tariff applies from the following invoice period; OctoMarkets announces this in advance.
4. OctoMarkets may adjust prices once per calendar year in line with the consumer price index (CPI, CBS) and will announce other price changes at least 30 days in advance; in the case of an increase other than CPI, the customer may terminate with effect from the effective date.
5. In the event of payment arrears of more than 30 days, OctoMarkets may suspend the service following a reminder with a 14-day cure period.

6. Term and termination

1. The agreement is entered into for an indefinite period and is terminable monthly with effect from the end of an invoice period, without any termination penalty.
2. On termination, OctoMarkets winds down the integrations properly: orders in progress are completed or transferred, and on request OctoMarkets supplies an export of the customer’s product data and settings.
3. Either party may terminate with immediate effect in the event of bankruptcy, suspension of payments, or a material breach that has not been remedied within 14 days after a notice of default.

7. Availability and maintenance

1. OctoMarkets uses its best efforts to achieve high availability but does not guarantee uninterrupted operation; the service depends in part on third-party platforms and marketplaces.
2. Maintenance is carried out outside peak hours where possible. Malfunctions with a material impact on the customer’s sales are addressed as a priority.

8. Intellectual property and data

1. The OctoMarkets platform, the AI mappings, integrations and software remain the property of Geenen ict BV. The customer receives a non-exclusive right of use for the term of the agreement.
2. Product data, imagery and customer data remain the property of the customer. Enrichments generated by OctoMarkets (texts, translations, edited images) may continue to be used by the customer for its own products after termination as well.

9. Liability

1. OctoMarkets’ total liability per event (or series of connected events) is limited to direct loss and to the amount the customer paid to OctoMarkets in the three months preceding the event.
2. OctoMarkets is not liable for indirect loss (lost turnover or profit, loss of goodwill, loss caused by decisions of marketplaces such as suspension of a selling account), except in the case of intent or wilful recklessness.
3. Liability is conditional upon a written notice of default granting a reasonable cure period.

10. Personal data

1. For personal data that OctoMarkets processes on the customer’s behalf (including buyers’ order details), the customer is the controller and OctoMarkets is the processor. The parties conclude a data processing agreement to that effect; the current overview of sub-processors is available at octo.markets/beveiliging.
2. The privacy policy at octo.markets/privacy forms part of these terms.

11. Confidentiality

The parties treat each other’s confidential information (including pricing arrangements, credentials and non-public business information) as confidential, including after termination.

12. Amendments and final provisions

1. OctoMarkets may amend these terms and announces amendments at least 30 days in advance; in the case of a material amendment to the customer’s detriment, the customer may terminate with effect from the effective date.
2. The agreement is governed by Dutch law. Disputes are submitted to the competent court of the District Court of Limburg, Roermond location.