Terms of service - Opustack

Service provider: MLV GROUP SRL, trading as Opustack, Boulevard Bischoffsheim 39/4, 1000 Brussels, Belgium. Enterprise number (BCE) 0833.942.355, VAT BE 0833.942.355, Register of Legal Entities (RPM) Brussels. Contact: hi@opustack.co.

Hereinafter referred to as “Opustack”. The contracting party is referred to as “the Client”.

1. Purpose

Opustack provides a managed online shop service: the design, deployment, hosting, maintenance and operation of an e-commerce shop on software infrastructure operated by Opustack, together with the associated applications, client areas and services (hereinafter “the Service”).

The Service is reserved for professionals: retailers, craftspeople, self-employed professionals, companies and associations acting in the course of their activities. It is not offered to consumers.

2. Formation of the contract

The contract is concluded when the Client has accepted these terms, selected a plan and made the first payment online. The confirmation sent by email constitutes an acknowledgement of receipt.

The Client warrants that they have the capacity and authority to bind the entity on whose behalf they subscribe.

3. Plans, prices and options

The applicable plans, options and prices are those published on opustack.co on the date of subscription. Prices exclude VAT.

The subscription price is guaranteed for twelve months from the subscription date. After that period, Opustack may revise it with sixty days' notice by email; the Client may then terminate without charge before the new price takes effect.

Payment fees (Mollie), shipping fees (Sendcloud), domain name fees and fees for any third-party service subscribed to in the Client's name remain payable by the Client at those providers' rates.

4. Setup fees and commitment

Setup (design, migration, initial data entry and launch) is charged at the published price, or provided free of charge in exchange for a twelve-month commitment.

Where there is a twelve-month commitment, early termination by the Client makes the remaining monthly payments up to the end of the commitment immediately due, except where Article 12 applies.

5. Launch and deadline guarantee

Opustack undertakes to launch the shop within seven working days of receiving all the content and information requested from the Client (products, visuals, legal texts, access to third-party accounts and approval of the domain name).

If this deadline is missed for a reason attributable to Opustack, the first month of the subscription is free. The period does not begin until the Client has provided the requested items and approved the steps assigned to them in the “My launch” area.

6. Service content and service level

Depending on the plan, the subscription includes hosting, daily backups retained for thirty days, availability monitoring, updates to the platform and its dependencies, correction of defects, a monthly allowance for small changes (one hour on Commerce, three hours on Robusto), and support.

Support is provided Monday to Friday, from 9 a.m. to 6 p.m., excluding Belgian public holidays, by email and through the channels indicated in the client area. Complete shop unavailability is given priority, including outside these hours, within reasonable limits.

Opustack targets monthly shop availability of 99.5%, excluding planned maintenance announced with forty-eight hours' notice and cases of force majeure or failure of a third-party provider. This target carries no penalties.

Unused hours from the monthly allowance do not carry over. Requests exceeding the allowance are billed at the published hourly rate in quarter-hour increments, with a quote for work exceeding four hours.

7. High volumes

The subscription covers normal shop operation, meaning no more than one thousand orders and fifty gigabytes of bandwidth per calendar month.

Above these limits, Opustack charges for additional infrastructure resources at cost, without a markup, on presentation of its suppliers' statements. The Client is informed in advance and no extra charge is billed without their written agreement.

Above five hundred orders per month for three consecutive months, the Robusto plan applies automatically from the following month to ensure the corresponding level of support.

8. Client obligations

The Client:

• provides accurate, lawful content for which they hold the rights;
• operates their shop in compliance with applicable laws, particularly those concerning e-commerce, consumer protection, VAT, product safety and data protection;
• drafts and publishes their own terms of sale, legal notice and privacy policy for their buyers; Opustack provides templates without any guarantee that they comply with the Client's particular circumstances;
• retains control of their third-party accounts (Mollie, Sendcloud, registrar) and keeps their credentials confidential;
• does not sell unlawful, counterfeit or dangerous products or services, products or services contrary to public order, or hateful, pornographic or misleading content.

Opustack may suspend a shop that breaches these obligations after a formal notice has remained unheeded for forty-eight hours, or immediately in the event of manifest illegality or a risk to the infrastructure.

9. Intellectual property

The Opustack platform, its code, components, templates, configuration, tools and documentation remain the exclusive property of Opustack or its licensors. The Client is granted a non-exclusive, non-transferable right to use the Service for the duration of the contract.

The Client retains ownership of their content: name, brand, logo, text, images, catalogue, customer data and orders. They grant Opustack the right to host, reproduce and process it solely to the extent necessary to perform the Service.

The shop's domain name is registered in the Client's name. Temporary addresses under opustack.shop and opustack.app remain the property of Opustack.

Every delivered shop displays “Made by opustack - op. NNN” in its footer. Unless the Client objects in writing, Opustack may name the shop and reproduce screenshots of it as a reference.

10. Data and exit arrangements

The Client may export all their data (products, customers, orders and images) in open formats from their client area at any time.

At the end of the contract, whatever the reason, Opustack retains the Client's data for thirty days to allow export, then permanently deletes it, subject to statutory retention obligations. The export does not include the platform's code, configuration or components.

The processing of personal data is governed by the Privacy Policy and, for the data of the Client's buyers, by the processing agreement in the appendix.

11. Payment

The subscription is payable monthly in advance, on the first day of each month, by SEPA direct debit or a card registered through Mollie. The first month is billed pro rata. Invoices are issued electronically, in Peppol format when the Client is connected to it.

If a collection fails, Opustack informs the Client and makes another attempt. After fourteen days without settlement, access to the shop administration is restricted; after thirty days, the shop may be suspended. Service is restored within twenty-four hours of payment.

Any amount unpaid when due bears interest at the rate provided for by the Belgian Law of 2 August 2002 on combating late payment in commercial transactions, together with a fixed recovery-cost compensation of €40, without prejudice to actual costs.

12. Duration, termination and satisfaction guarantee

The contract is concluded for an indefinite period, subject to any commitment under Article 4. Either party may terminate it by email with one month's notice taking effect at the end of the following month.

Satisfaction guarantee: within thirty days of launch, the Client may end the contract without giving a reason; the amounts paid are then refunded, except for third-party costs incurred in their name.

Opustack may terminate without notice in the event of a serious breach by the Client not remedied after formal notice, an unpaid amount outstanding for more than sixty days, or the Client ceasing to trade.

13. Liability

Opustack is subject to an obligation of reasonable efforts. Its total liability, on all grounds combined, is limited to the amounts paid by the Client during the twelve months preceding the event giving rise to liability.

Opustack is not liable for loss of revenue, profit, customers or data attributable to the Client or a third party, or for indirect damage. It is not liable for failures of third-party providers selected with or by the Client (payment, shipping, registrar, carriers), or for the consequences of a service interruption due to force majeure.

Nothing in these terms excludes liability for intentional misconduct or gross negligence.

14. Assignment

The Client may not assign the contract without Opustack's written agreement. Opustack may assign the contract without formalities to any company in the same group or any entity taking over the Opustack business, with the Client being informed by email.

15. Changes

Opustack may develop the Service and add or remove features, provided that this does not substantially reduce its purpose. These terms may be changed with thirty days' notice; a Client who does not accept the changes may terminate without charge before they take effect.

16. Confidentiality

Each party keeps confidential the other party's non-public information of which it becomes aware in performing the contract, for its duration and for three years afterwards.

17. Governing law and jurisdiction

The contract is governed by Belgian law. Any dispute falls within the jurisdiction of the courts of the judicial district of Brussels, following an attempt at amicable settlement.

Appendix - Data processing agreement (Article 28 GDPR)

For the personal data of shop buyers and visitors, the Client is the controller and Opustack is the processor.

Purpose and duration: hosting and processing the data needed for the shop to operate, for the duration of the contract.

Nature of the data: identity, contact details, addresses, order history, browsing data and communications. Opustack does not process complete payment data: this is processed by Mollie.

Instructions: Opustack processes data on the Client's documented instructions, as reflected in their use of the Service, and informs the Client if an instruction appears unlawful.

Security: encryption in transit and at rest, isolation between shops, individual and logged access, encrypted backups, and hosting of production data in the European Union.

Subprocessors: the list appears in the Privacy Policy and is kept up to date; the Client is informed of any addition with thirty days' notice and may object on legitimate grounds.

Assistance: Opustack helps the Client respond to requests to exercise rights and meet their security and notification obligations. Any data breach is notified to the Client without undue delay, no later than seventy-two hours after its discovery.

End of contract: deletion or return of the data in accordance with Article 10.

Audit: the Client may request the information needed to demonstrate compliance with this agreement once a year.