Terms of Sale Webshop
Terms of Sale Webshop
Latest update on September 14th, 2023
1. General information and applicability
A. Applicability
The present general terms and conditions of sale (hereinafter, the “Terms”) exclusively govern the legal relationship established between Peninsula BV, a Belgian corporation, with registered offices at B-3630 Maasmechelen, Wijnantslaan 7, registered with the Crossroads Bank for Enterprises under the number 0821.923.164, trading under the commercial name “Ocean”, (hereinafter, the “Seller”, “we”, “us” or “our”) and any person or legal entity – both with a VAT number - who would like to place a purchase order for business purposes (the “Order”) through www.oceanlegal.be, its subdomains and directories (hereinafter, the “Platform”) (hereinafter, the “Client”, “you” or “your”).
The Seller and the Client may hereinafter also jointly be referred to as the “Parties” or each individually as a “Party”.
B. Acceptance
The Seller shall only be bound by the provisions of the present Terms and the provisions of our Platform’s Terms of Use (which can be accessed here). Any other conditions or modifications of the present Terms are only applicable in case of written consent by the Seller.
Should you wish to place an Order via the Platform, you will be asked to confirm having read and accepted the present Terms by checking the box provided for this purpose on the Platform. Your acceptance of the Terms shall be without any reservation.
C. Modification
We may bring changes or amendments to these Terms from time to time. When we do, we will make sure to keep you informed:
either by updating the date to be found on top of these Terms and on which we last implemented changes; or
by sending you an email using the contact details you provided us with.
The most current version of the Terms will always be displayed on our Platform and can be requested by sending us an e-mail to moana@oceanlegal.be .
The updated Terms will be effective from the date of publication on the Platform and only in relation to Orders submitted after that date.
D. Contact
Should you have any questions, suggestions, or complaints concerning the digital products (i.e. the templates and/or courses) (hereafter collectively the “Products”) offered for sale on the Platform or in case of questions, suggestions, or complaints regarding the offer, the sales agreement or the present Terms, please contact us by sending an email to moana@oceanlegal.be
Please read the following terms carefully before placing your Order.
2. Object and conclusion of the agreement
A. Object
The Seller offers the possibility to purchase the Products offered on the Platform. The present Terms are meant to determine the modalities concerning the Order, i.e. the sale, concluded between the Seller and the Client. This concerns among others, the placement, payment and delivery.
Should an offering issued by the Seller be temporary or subject to any particular condition, this will be mentioned explicitly on the Platform.
For the avoidance of doubt, it is clarified that should the Client require any service(s) from the Seller in addition to the Products purchased via the Platform, these services will be governed by the Seller’s Terms of Service. These Terms of Service will be communicated to the Client together with the Seller’s offer prior to the conclusion of any service agreement between the parties.
B. Order process and confirmation
i.Order process
The Client has the possibility to choose and buy Products offered for sale on the Platform, in the desired quantity, by clicking on the button “Add to cart” or “Pre-Order” (if applicable). Depending on the type of the Product, the Client can further select certain specifications in accordance with the Client’s business activities and/or desired language. The Client can also continue shopping and later proceed with the checkout process by clicking on its shopping bag and on the button “Proceed with payment”.
The Client will then be required to enter its contact information (such as email, name and invoicing details). The total price of the Product (including any charges or discounts) will be displayed once the Client clicks on the button “Continue to Checkout”. The Client may then “Continue to payment” and enter its invoicing details. By validating the payment, the Order is transferred to the Seller.
ii. Order confirmation
Each transferred Order is wholly binding on the Parties leading to the conclusion of an agreement (hereinafter, the “Agreement”) between them confirmed in an email sent by the Seller. We advise you to print and save this confirmation e-mail. Notwithstanding the foregoing, the Seller reserves the right to refuse each Order without stating any reasons.
iii. Availability or error
If the Seller is incapable of delivering a Product, for example because of an error in the displaying of the price (as described in section 4 below), the Seller will contact the Client as soon as possible.
3. Withdrawal right for online sales
The Seller only offers its Products to Clients with a VAT number purchasing the Products for professional reasons. The right of withdrawal, or any other consumer law related provision, do not apply to the Clients. Consequently, the Client cannot withdraw its Order and is not entitled to any refund.
4. Price and payment
A. Price
The price of the Products is indicated in euro (EUR) and excludes VAT. Taxes and (shipping) costs are calculated at checkout. The prices are the prices applicable on the day of the Order, on the Platform.
The Seller will undertake all reasonable measures to ensure the correct presentation of prices of the Products on the Platform. Despite these efforts, it is still possible that certain Products mentioned on the Platform are displayed with an incorrect price. If the Seller discovers this error in pricing in the Products ordered by the Client, the Seller will inform the Client thereof and offer to continue the sale at the correct price or allow the Client to cancel the sale. The Seller will not process the Order of the Client until the Seller receives instructions from the Client. If the Seller is incapable of contacting the Client via the contact information provided by the Client when placing the Order, the Seller will consider the Order to be cancelled and the Seller will inform the Client in written form. In case the error concerning the price is obvious and unmistakable and could reasonably have been recognized by the Client as an error concerning the price, the Seller shall not have to deliver the Products at the incorrect (lower) price.
B. Payment
The Client will perform its payment obligation immediately when placing the order by choosing one of the payment methods indicated when placing the Order (such as for example Visa, Mastercard, Bancontact, iDeal, Paypal, etc.).
Notwithstanding the foregoing, the Seller may, depending on the type of Product, offer other payment terms. For Products in “Pre-Order”, the Seller may ask an advance payment and request the payment of the remaining amount at the delivery of the concerning Products. For other Products, the Seller may foresee payment in installments. In such case, the monthly fee is, unless otherwise agreed, either by SEPA European direct debit or by invoice, paid monthly in advance. The first monthly payment will be made immediately, thus giving the Client's approval for the SEPA direct debit. Thereafter, the monthly payment will always be made one month later (e.g. registered on June 1st, the next payment will be made on July 1st). The Client shall receive from the Seller an invoice after each payment.
In case the Seller and the Client explicitly agree that payment will not be performed at the time of placing the Order, the Client will receive further information from the Seller concerning the timing and modalities of payment. The Client shall fulfill the requirements of which it shall be informed in order to fulfill its payment obligation.
C. Non-payment or late payment
In the event of overdue invoices or in case of any other problem relating to the payment, the entirety of the payments owed to the Seller shall become immediately due and payable by operation of law. This amount will be increased by operation of law with yearly interests of twelve percent (12%) of the originally owed amount. Without prejudice to the default interest, the mere payment failure of all or part of the invoice at its term requires the Client to pay the Seller, without prior notice, a sum equal to ten percent (10%) of the amounts due in principal (VAT incl.) with a minimum of one hundred and fifty euro (150 €). In case of systematic delays in payment of invoices after their due date, all Orders will be against prepayment. This shall be without prejudice to any other right or remedy the Seller may have, including any rights to claim damages.
5. Delivery
A. Time of delivery
The time of delivery of the Products depends on the type of Product:
Products that are to be launched by the Seller, will be available on the dates as communicated by the Seller;
Products that are marked on the Platform as “Pre-Order” will be delivered to the Client as soon as possible. An estimated delivery date will be communicated by the Seller to the Client when placing the Order;
Products that are immediately available via the Platform will be delivered after the Client’s payment.
B. Delay in delivery
Unless otherwise agreed, the Seller is only obliged to deliver the Products if the full amount charged to the Client has been received.
If delivery cannot be guaranteed within the announced delay, the Seller will get in touch with the Client and provide the Client with all relevant information regarding the expected delivery date.
Any delay concerning the delivery of Products can in no case automatically imply the cancellation of the Order and/or dissolution of the Agreement or the payment of any damages by the Seller.
6. Products
To access certain purchased Products, or parts hereof, the Client must create an account on the Platform. The Client will ensure that the information in the account is always current and up to date. In addition, the Client will also provide a secure and unique password for which it will remain exclusively responsible.
Access to the Products, including though not limited to online courses, is personal. Access to the Products or the content hereof may not be shared with third parties. Upon suspicion of sharing access to Products or to the content hereof with third parties, the Client’s access to the Products will be blocked indefinitely, without the Seller owing the Client any compensation or payment.
All Products, including the materials, are delivered via the Platform or any other platform. The Client must have at least an e-mail address and an internet connection, web browser and suitable equipment, to access the online courses.
After the end of an online course, the content remains available 'for life' as long as the Seller continues to provide the online course and the Platform. If the Seller chooses to no longer offer the online course, the Client will be informed in a timely manner.
The Customer must refrain from any use of (the content of) the Products that is unlawful or may be harmful to the Seller. If the Client should act contrary to these Terms of Sale or otherwise act unlawfully or cause damage to the Seller, the latter shall be entitled to deny access to the account, without owing the Client any compensation or payment.
7. Intellectual property
All elements of the Platform, including but not limited to the systems and software, source code, object code, layout, infrastructure, databases and content of any kind (including text, logos, images, visuals, photographs, sounds, logos, the name Ocean, as well as any other trade and domain names, but also all elements relating to the Products are works protected by intellectual property rights, notably by copyright and trademark law (hereinafter, the “Intellectual Property Rights”).
All Intellectual Property Rights belong to Ocean or are included on the Platform with the authorization of the respective owners of the relevant rights.
No part of the Platform, none of its elements, and none of the data and information featured on the Platform, may be recorded (other than for purposes necessary to the use of the Platform), reproduced, modified, translated, distributed, made public, rented, or sold, transmitted to third parties or used in any way whatsoever without the prior written authorisation of the Seller. All acts of extraction, decompilation, data mining and similar acts with respect to the elements (or certain elements) of the Platform are strictly prohibited.
The Client is granted one revocable, worldwide, non-exclusive, non-transferable license to the Product(s) it has purchased. If the Client violates this license by giving or selling a copy of the Products to a third party, the Seller reserves the right to invoice the Client for the licenses it has gifted to others and revoke the Client’s access to the Products permanently.
8. Warranties and liability
The Seller is not liable for technical problems that have an impact on the communication of information through its Platform. The Seller is not liable to the Client for any modification, interruption, defect or termination of its Platform. Nor is the Seller liable for websites referenced on its Platform. For the general use of the Platform, we refer to the Terms of Use of the Platform.
The Seller is not liable for any damage caused by intrusion or hacking of our Platform. The Seller will take the necessary steps to observe all reasonable security measures in accordance with the state of the art currently available. The Seller shall not be liable for any damage caused by phishing, farming or other forms of internet fraud or other criminal activity.
The Seller shall always endeavour to perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The Client acknowledges that the Seller only has an obligation of effort and not an obligation of result.
The Seller guides the Client and assists it with advice. However, the Seller cannot be held liable for the execution by the Client.
The Seller is not a law firm. Nothing on the Platform is legal advice and no attorney-client relationship is formed by purchasing or viewing Product. If the Client has a specific problem and needs legal advice it can contact moana@oceanlegal.be or a licensed attorney.
The Seller is not liable for or required to compensate immaterial, indirect, or consequential damages, including (but not limited to) loss of profit, lost earnings, constraints on production, administrative- or personnel costs, loss of customers or third-party claims.
In any case, the Seller’s maximum aggregate liability for any and all claims arising out of or in connection with the Agreement, tort (including negligence) or otherwise, shall in no circumstance exceed the amounts paid by the Client to the Seller during the last twelve (12) months prior to the last event causing damage.
Nothing in the present section shall exclude or limit in any way the liability of the Seller that should be the result of fraud, or in the event of death or personal injury caused by its negligence, or any other liability to the extent that it cannot be conventionally excluded or limited.
9. Personal data
The Seller processes and stores personal data in accordance with the applicable data protection law and in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (“GDPR”) and the Belgian Privacy Act of 30 July 2018, and in accordance with its Privacy Policy. Should you have any questions about our processing and storage of your personal data, you can contact us by sending an e-mail to moana@oceanlegal.be.
10. Force majeure
Neither Party is liable for any delay or failure in performance of the Agreement, if it is due to force majeure. “Force majeure” shall be deemed to be what is generally considered by the case law of Belgian courts in this respect, and in particular any unforeseeable event beyond the express will of the Parties which prevents the normal execution of the Agreement, including a total or partial strike within or outside the company, lock-outs, exceptional weather conditions, epidemics, blocking distribution or stocking for any reason, earthquake, fire, storm, flood, water damage, freezing of computer systems or telecommunication, theft, etc.;
The Party invoking force majeure shall notify the other Party thereof and shall take all reasonable steps to overcome the temporary force majeure situation.
Should the situation causing the force majeure last for a period of more than sixty (60) days, each Party has the right to terminate the Agreement without any form of compensation payable to the other Party.
11. Assignment
The Seller can assign or transfer the Agreement or any part thereof to any person, firm, or company. The Client is not entitled to assign or transfer the Agreement or any part thereof, without the prior written consent of the Seller.
12. General provisions
Failure or delay by the Seller in enforcing or partially enforcing any provision of this Agreement shall not be construed as a waiver of any of its rights under the Agreement, now or in the future.
If at any time any provision of these Terms is in any way illegal, invalid or unenforceable, or would become so under applicable law, this will not affect the legality nor the validity or enforceability of the remaining provisions of these Terms and the Agreement, nor damage these in any way. The Seller and the Client shall make all reasonable efforts and take all necessary measures to replace any illegal, invalid, or unenforceable provision of these Terms by a lawful, valid, and enforceable provision having substantially the same economic scope for the parties and, to the extent permitted by law, contain the original intention.
The original version of these Terms is written in English. Should any difficulty, conflict, or dispute arise regarding the interpretation of the Terms, the English version of these Terms shall prevail over any translated version (if any).
13. Applicable law – Jurisdiction
The present Terms shall be exclusively governed by and construed in accordance with Belgian law.
Subject to contrary mandatory legal provisions, all disputes regarding these Terms, notably in respect of their validity, interpretation, or performance, and more generally, all disputes arising between the Parties, shall be submitted exclusively to the courts of the judicial district Limburg (Tongeren division).
Before taking legal action, the Parties shall take all reasonable measures with a view to find a mutually agreeable solution to any dispute arising between them.