GENERAL TERMS AND CONDITIONS
RoomRaccoon South Africa B.V. (inc. in the Netherlands) (reg: 2019/585401/10) is the manager and owner of this platform and the provider of the Software.
By means of Software-as-a-Service ("SaaS"), we offer you the following Software "RoomRaccoon" (the "Software"). This means that we offer you access to the Software we have developed, via the internet. These are the general terms and conditions that are always applicable to the use of our Software.
If you have any questions, you can contact us by sending an email to [email protected], and by calling on the phone number provided on https://www.roomraccoon.co.za.
We have the right to change these general terms and conditions at all times. The latest version of these terms and conditions will always apply. Arrangements that deviate from these terms and conditions will only be applicable if they have been agreed on by us in writing.
Article 1 - General
1. These general terms and conditions apply to every offer and agreement between you and us.
2. We shall send you these general terms and conditions at your request, free of charge. You can also find them on our website roomraccoon.com.
3. Deviations from and additions to the general terms and conditions shall only be valid if they have been expressly agreed in writing.
4. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. Any such invalid or unenforceable provision shall be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.
5. The applicability of your general terms and conditions is rejected explicitly.
6. The content of the general terms and conditions can be amended from time to time. Before any amended version takes effect, it shall be brought to you. The most recent version shall apply to offers and agreements made after that.
Article 2 - Proposals and offers
1. All our proposals and offers are non-binding, unless expressly agreed otherwise. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).
2. When you provide us with certain information, we may assume that the provided information is correct and we will base the proposal on that information.
3. All agreements are entered into digitally and you will owe monthly payment immediately after entering into this agreement.
Article 3 - Price
1. Offered prices do not include possible expenses or any taxes or levies imposed by relevant authorities, unless required by local law.
2. We have the right to adjust our prices at any given time, but we will provide you with notice of such changes should they affect you. The new price will then be applicable 30 days after its announcement. Notwithstanding this, please note that when room numbers are increased, your subscription will increase accordingly and you may not be informed at the time. It is important for you to therefore understand now that such increases could occur, which you expressly understand and agree to.
3. In case you do not agree with the change of price in question, you have the right to cancel the agreement within 14 days after the announcement. The agreement will then terminate on the day the new prices become applicable.
4. Payment shall be made by you in ZAR by transfer to the bank account of RoomRaccoon, unless otherwise agreed in an agreement.
Article 4 - Payment and Collection Charges
1. We shall automatically charge your bank account through debit order or credit card each month on the 25th of the month, or a business day before should the 25th fall on a public holiday or a Sunday..
2. The monthly payment refers to the upcoming period.
3. If a payment is due, and you have failed to meet this payment obligation, you will automatically be in default and the discount of 5% will expire. A notice of default is not required.
4. In case of default:
a. we may charge late payment interest up to 2% of any owed amount calculated in arrears and on a simple interest calculation. The interest is calculated from the moment that the payment becomes due, until the moment that the amount has been paid in full.
b. all extrajudicial costs (i.e. debt collector fees, legal court fees etc). In case of an invoice up to R 4.500,00, these costs will be R 700. In case of a higher invoice amount, the maximum collection fees are as follows:
• 15% on the first R 50.000,00;
• 10% on the part that remains thereafter, up to R 100.000,00;
• 5% on the part that remains thereafter, up to R 200.000,00;
• 1% on the part that remains thereafter, to R 3.500,000.00;
• 0.5% on the remaining part.
c. we may block your access to the Software
Article 5 - Use of "RoomRaccoon"
1. You will receive a personal account and password you can use to get access to our Software.
2. Your account is strictly personal. The permission to use the software is non-transferable.
3. Passwords must be treated confidentially and you are responsible for choosing a unique and strong password.
4. In order to use our Software, you must have a proper internet connection. You are responsible for other internal networks or IT-systems if so required to use our Software within your organisation.
5. You are responsible for all activities on your account after it has been logged in, unless you have reported as soon as becoming aware of it that your personal account has been compromised
6. We have the right to block accounts. We only do this in case we have reasonable belief that one or more accounts are used in a matter that is against the law or contrary to a provision of these terms. Furthermore, we have the right to take any other measures we deem adequate, taking into account the circumstances at hand.
Article 6 - Availability and maintenance of "RoomRaccoon"
1. We shall ensure that the Software will be kept available for use for the entire duration of this agreement. We shall do our best to keep the Software up and running 24 hours a day, 7 days a week.
2. We are responsible for the functioning and maintenance of the Software. During maintenance, the Software could become unavailable.
3. We have the right to change the Software. This includes, but is not limited to, changing, removing or adding certain features or functionalities of the Software.
4. We do not guarantee that our Software is completely free of error. Please inform us immediately of any errors, bugs or malfunctions of the Software. You can do that by calling +31850290141 or e-mailing [email protected] We will then do our utmost best to resolve your problem as quickly as possible.
Article 7 - Third parties
We have the right to employ third parties to partially perform our duties, if we are of the opinion that this is necessary for the due exercise of the SaaS Agreement.
Article 8 - Intellectual property
1. We (or our licensor or suppliers) are the exclusive owners of all existing and future intellectual property, such as all documentation, sales leaflets, images, drawings, trade names, copyrights, trademarks, design rights, patents, source codes and know-how, which rest on our Software or are the fruits of the use of our Software.
2. As a user, you only gain the right to use our Software. You cannot claim any of the in subsection 1 mentioned intellectual property. This is not an exclusive right, which means that we can grant others similar rights of use. Furthermore, it is expressly forbidden to transfer or license this right to any third party.
Article 9 - Non-disclosure
We are obliged not to disclose any of your confidential information to third parties unless it is required by a statutory or professional obligation. 'Confidential information' includes all information which you have designated as confidential or which by its nature can be classified as confidential. The following information shall in any case be regarded as confidential:
a. all information related to research, development, trade secrets or information related to company matters.
b. personal data as intended in the General Data Protection regulation (GDPR) and/or the Protection of Personal Information Act.
Article 10 - Liability
1. You indemnify us for all claims by third parties relating to the data that you have collected, saved, or processed by means of our Software. We are not liable for the content of the data that you have collected, saved or processed within the framework of our Software.
2. We are not liable for any damage which is caused by inadequate use of our Software.
3. We are only liable for direct damages that are unequivocally caused by a shortcoming from our side.
4. We undertake the responsibility to ensure that your data will be stored safely. Other than as required by local data legislation, we are not liable for the damage or loss of any data, for the storage of which we have employed third parties.
5. The limitations set out in this article do not apply if damage is the result of a deliberate act or gross negligence from our side.
6. Barring cases of intention or grave error, the liability of RoomRaccoon towards you and/or third parties for any direct damage that has occurred as a consequence of the execution of the agreement or is related to the execution of the agreement, shall remain limited to the value of the order. RoomRaccoon shall never be held responsible to pay compensation for any indirect damage suffered by you.
7. We are not responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software, including, without limitation, modems, hardware, servers, operating systems, networking, web servers and the like (collectively, “Equipment”). We are also not responsible for maintaining the security of the Equipment, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
Article 11 - Term and termination
1. Subject to earlier termination as specified in the order form, the agreement shall be automatically renewed for additional periods of the same duration (collectively, the “Term”), unless either party requests in writing termination at least thirty (30) days prior to the end of the then-current calendar month. Notwithstanding this allowance to auto-renew the contract to the same period, we will not auto-renew a contract that is beyond 24 months in length. Once such a contract ends, such a contract will be auto-renewed on a month-to-month basis until you instruct us to terminate it.
2. In addition to any other remedies it may have, either party may also terminate this agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this agreement. Customer will pay in full for the Software up to and including the last day on which the Software is provided. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Article 12 - Force Majeure
We are not liable for any damages in case of force majeure. If the force majeure takes place for a period that exceeds two months, this agreement can be terminated in writing. In that case, parties have no right to recover damages. We will then send you an invoice regarding the period in which you have used our Software.
Force majeure includes in any case any circumstance or event that may not be ascribed to RoomRaccoon, as a consequence of which compliance by RoomRaccoon with the obligation is impeded fully or in part, or on the basis of which it would not be reasonable to demand compliance.
Article 13 - Applicable law
All legal relations between RoomRaccoon and you are subject to South African law.
Article 14 - Competent court
Any disputes between the Parties resulting from the agreement or from the general terms and conditions will be adjudicated by the competent court, being the High Court of South Africa, Cape Town division, regardless of the quantum of the claims in dispute (unless otherwise directed by applicable law).