Terms and Conditions

Article 1 — Definitions & Parties

In these Terms and Conditions the following terms have the meanings set out below:

• Supplier: Cilurzo Digital (including its trade name "Cilurzo Hospitality"), the entity that operates and provides the SaaS platform.
• Customer: The hospitality business, restaurant or professional entity (B2B) entering into an agreement with the Supplier for use of the software.
• SaaS platform / Software: The "Cilurzo Hospitality" platform and all associated modules (including Reservations, Orders, Events, Planning, Foodcost, etc.) made available through the cloud.
• Agreement: The contractual relationship between the Supplier and the Customer, governed by these Terms and Conditions.

Article 2 — Scope

These Terms and Conditions apply exclusively to all offers, quotations, legal relationships, agreements and deliveries of services by the Supplier to the Customer in respect of the Cilurzo Hospitality SaaS platform.

By registering on the platform, creating an account or signing a quotation, the Customer acknowledges having read these terms and accepts them unconditionally. Any deviating terms of the Customer are expressly excluded and cannot be invoked against the Supplier unless accepted by the Supplier in advance, in writing and explicitly.

Article 3 — Term & Automatic Renewal

The Agreement between the Parties is entered into for a fixed minimum term of one (1) year (the "Initial Contract Year"), unless agreed otherwise in writing. The term commences on the day of registration or activation of the paid licence.

At the end of the Initial Contract Year, the Agreement is automatically and tacitly renewed for successive periods of one (1) year each (the "Renewal Year"), unless one of the Parties terminates the Agreement in writing by registered letter at least three (3) months before the expiry date of the current contract year.

Article 4 — No Early Termination

As the Agreement is entered into for a fixed annual term, no early or interim termination by the Customer is possible during the current contract year.

Article 5 — Pricing & Indexation

All prices and rates quoted by the Supplier are expressed in euro (€) and are exclusive of 21% VAT and any other government levies or taxes.

The Supplier reserves the right to index its rates annually on the anniversary of the Agreement. Indexation is based on the applicable Belgian consumer price index or a specific sectoral index (such as the Agoria index for the digital sector), with a minimum of 0%.

Article 6 — Payment Terms & Penalties

All invoices from the Supplier are payable within thirty (30) calendar days of the invoice date, unless a different due date is expressly stated on the invoice or in the Agreement.

In the absence of full payment on the due date, the Customer owes, by operation of law and without prior notice of default, late payment interest of 10% per year on the outstanding amount from the due date until the date of full payment.

In addition, in the event of late payment the Customer owes, by operation of law and without notice of default, fixed compensation of €75 (seventy-five euro) per outstanding invoice to cover extrajudicial collection and administrative costs. This is without prejudice to the Supplier's right to claim higher compensation where the actual damage or judicial collection costs exceed that amount.

In the event of late payment, the Supplier is also entitled to suspend the Customer's access to the SaaS platform after a written reminder has gone unanswered for five (5) working days, without the Customer being entitled to any compensation.

Article 7 — Maintenance, Updates & Uptime

Maintenance and the installation of updates to the SaaS platform are included in the licence fee. The Supplier strives to improve the platform continuously and to remedy any errors or bugs.

The Supplier undertakes to ensure the highest possible availability of the SaaS platform, but gives no guarantee of uptime higher than 99% on an annual basis.

Temporary unavailability of the platform due to planned maintenance, updates, incidents at hosting partners, or situations of force majeure can under no circumstances give rise to any compensation, price reduction or dissolution of the Agreement.

Article 8 — Intellectual Property

All intellectual and industrial property rights relating to the Cilurzo Hospitality Software, including but not limited to source code, databases, algorithms, interfaces, graphic designs, texts, trademarks, logos and manuals, belong exclusively to Cilurzo Digital or its licensors.

The Customer obtains only a non-exclusive, non-transferable and temporary right to use the SaaS platform for its own internal business operations, for the duration of the Agreement. The Customer is strictly prohibited from copying, decompiling, reproducing, selling, renting out or transferring the Software to third parties without the Supplier's prior written consent.

Article 9 — Privacy & Data Processing (GDPR)

Insofar as the Supplier processes personal data on behalf of the Customer in performing the Agreement (such as restaurant guest data, booking details, etc.), the Customer acts as 'Controller' and the Supplier as 'Processor'.

The Supplier undertakes to process such personal data solely in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR), and in accordance with the Customer's written instructions. The Supplier will take appropriate technical and organisational measures to protect the personal data against loss or unlawful processing.

Article 10 — Complaints & Disputes

Any complaints about the operation of the SaaS platform or the services provided, and any disputes regarding invoices issued, must be reported to the Supplier in writing (by email or letter) with reasons within eight (8) working days, failing which they lapse.

A complaint or dispute does not under any circumstances suspend the Customer's payment obligation. If no written objection is received within the stated period of eight working days, the service or invoice is deemed to have been accepted unconditionally by the Customer.

Article 11 — Limitation of Liability

The Supplier can only be held liable for proven direct damage that is the direct result of a serious contractual fault attributable exclusively to the Supplier.

In all cases the Supplier's total and cumulative liability is expressly limited to the contract amount (excl. VAT) actually paid by the Customer for the licence of the SaaS platform during the current contract year in which the damaging event occurred.

Any liability of the Supplier for indirect damage, consequential loss, loss of profit, loss of clientele, missed savings, reputational damage, administrative fines or loss of data is excluded entirely at all times.

Article 12 — Governing Law & Jurisdiction

This Agreement, these Terms and Conditions and all obligations arising from them are governed exclusively by Belgian law.

In the event of a dispute, the Parties undertake first to attempt in good faith to reach an amicable settlement. If no amicable solution can be found, all disputes arising from or connected with this agreement shall be submitted exclusively to the competent courts of the judicial district of Ghent (Ghent division).

Article 13 — Language Versions

These Terms and Conditions exist in a Dutch and an English version. The English version is a translation only and is provided for information purposes.

In the event of any contradiction, deviation or difference in interpretation between the two language versions, the Dutch version always prevails and is the only version legally binding between the Parties.