Concluding Your Agreement with us
There are three parts to our agreement (hereinafter: “Agreement”) forming the cooperation between Hotelchamp B.V. (“Hotelchamp”, or “we”) and Your company (“You”), should You decide to make use of our product & services.
1) The Order Form: You sign a written Order Form which includes all Your company information as well as Your individual agreements concerning our product & services.
2) The Terms of Service: By signing the Order Form You confirm that You have read, understood and agree to be bound by the terms of service contained in this document which You are reading now.
3) The Data Processing Agreement: By signing the Order Form You also confirm that You have read, understood and agree to be bound by the Data Processing Agreement (DPA). (Our DPA covers processing and protection of personal data, in order to help You and us together to comply with important privacy laws and regulations.)
By signing these documents, you personally declare and warrant that you are authorized to represent your company in this matter. Our Agreement is final when we have received Your signed Order Form.
In the event of any conflict between the Order Form and these Terms of Service, the Order Form will prevail.
Using our Services
Hotelchamp provides an online software product and related services (together: the “Services”) in order to help You increase direct website bookings, enhance customer journey and personalize Your guest interaction. When we have received Your signed Order Form, we will begin making our Services available to You.
Your right to use our Services is at all times conditional to Your compliance with payment obligations and all other applicable terms and requirements as described in our Agreement.
Our Services are provided to You on a subscription basis (which is why we also speak of Your “Subscription”). To use our Services, You may be required to submit valid login details (such as username and password), which You must keep strictly confidential (see also the section ‘Confidentiality and security’, and our DPA).
The quality of our Services will to some extent depend on Your input (e.g. information about Your rooms and services, promotional material) or Your own equipment (e.g. Your devices and network(s) used to access our Services). You understand and agree that the quality of our Services may be limited if You don’t follow our advice, recommendations or requirements for using our Services. You will be able to benefit from our Services the most if You do.
Duration and renewal of Your Subscription
The start date of Your Subscription is provided in Your Order Form. Your Subscription Period and Renewal is indicated on Your Order Form.
Your Subscription is automatically renewed each full Subscription Period unless You provide us with a written notice of non-renewal during the prior Subscription Period or cancel Your Subscription online, via the option provided in our Services, at least 60 days before renewal would take place. If You have terminated Your Subscription as described above, Your Subscription will end when Your Subscription Period ends.
If You do not comply with important terms and requirements as set forth in our Agreement, Your Subscription may be terminated by us. We hope of course that this will never be necessary in Your case, but if we do deem it necessary and decide to terminate Your Subscription, we will inform You.
Payment terms and taxes
Your account will automatically be charged the applicable fee (“Subscription Fee”) for each period that Your Subscription is in effect. We accept payments made by Credit Card, Wire Transfer, Direct Debit or other online payment services (such as PayPal). All payments to be made by You, must be made in cleared funds, meaning without any deduction or set-off, even if some portion of the amount paid by You is required by any bank, or governmental, fiscal or other authority. If You are required to make any such deduction, You must pay such additional amounts as are necessary to ensure our receipt of the full amount we charged to You.
In case Your payment fails or Your payment is late, we will be in contact with You to clarify any occurring issues. Please be aware that we are relying on Your support to address certain issues. If clarification fails and due amounts remain unpaid, we have the right to suspend or terminate Your Subscription. This will not happen without prior notice. In the event of late or non-payment, we also have the right charge statutory interest and to receive compensation of our collection costs from You.
All our prices and fees are excluding VAT, unless explicitly indicated otherwise. It is Your responsibility to pay any VAT or other applicable taxes that may be imposed with respect to Your Subscription to our Services. This does not concern any corporate taxes that are payable by us.
Before Your Subscription’s renewal date, we may provide an updated price proposal, for example to reflect inflation or other important developments.
Updates
We make commercially reasonable efforts to continually update and improve our Services, and to provide appropriate information about changes that may be relevant for You.
Our Services are made available for all our customers at the same time, and any updates will be rolled out for all our customers at the same time. You understand and agree that we will not be able to exempt You from any update or modification, or to create any bespoke update or modification for You alone.
We may modify or terminate any part of our Services if we deem this necessary to comply with applicable laws and regulations, or if other circumstances beyond our reasonable control prevent the continued provision of our Services. If we terminate our Services for this reason, You will receive a credit for any amount paid in advance for the period after termination.
Maintenance and availability
We make commercially reasonable efforts to keep our Services available for You at all times. When we need to perform maintenance, we try to make sure this does not cause our Services to be unavailable or try to minimize the impact of any unavoidable downtime (e.g. by scheduling maintenance outside business hours or other critical periods).
Unless specifically provided otherwise in a Service Level Agreement (SLA) we have concluded with You, we don’t provide any guarantee about the availability and performance of our Services. (See also under ‘warranties’ below.)
Confidentiality and security
Our mutual cooperation is built on trust and honesty. No information or any provided material concerning our cooperation shall be disclosed to any third party without prior agreement. Each party shall not, at any time divulge, furnish or make accessible to anyone: all information relating to the business, affairs, operation, customers, processes, pricing, policies, production, information, strategies, development, trade secrets, know-how, personnel and suppliers, from the other party and any other information clearly designated as being confidential or which should reasonably be considered confidential.
Each party may however (without the prior consent of the other party) disclose information which would otherwise be confidential if and to the extent (i) this is required by any law or regulation, (ii) this is required to conduct the defense of a claim of a third party, (iii) the information has become publicly available without breach of the Agreement, and (iv) the information is disclosed to the professional advisers, accountants or bankers of the other party (subject to duties of confidentiality).
Upon any termination of the cooperation between parties, this provision will survive.
Data privacy, protection of personal data
Each party agrees to comply with all applicable data protection and privacy laws while performing under this Agreement
As Hotelchamp is located in the Netherlands, the data protection and privacy laws of the Netherlands apply to Hotelchamp’s processing of personal data. Privacy laws in the Netherlands and the rest of the European Union are widely considered to provide the highest level of protection of personal data in the world. If You are located in another jurisdiction, You are solely responsible to identify and meet the obligations applicable to You.
You retain all rights in and to Your data. In order to enable Hotelchamp to provide the Services to You, You only grant Hotelchamp permission (or a license) to use Your data for that purpose (see ‘Intellectual property’ below). You are responsible to ensure that You have the right to provide us the data which we receive from You.
Our processing and protection of personal data on Your behalf in the context of providing our Services to You, is covered in our Data Processing Agreement (DPA).
Any processing and protection of Your personal data for our own purposes, is explained in our Privacy Policy.
If You process personal data of Your potential guests or visitors via Your website while using our Services, we advise You to provide information about this processing in Your own privacy policy. For this purpose, You may use and modify a standard explanation suggested by us, to provide an explanation of Your purposes with our Services and data processing. However, as You may have Your own specific purposes with our Services and our processing of personal data on Your behalf, You remain solely responsible for any information provided or not provided in Your privacy policy.
Intellectual property
Our Services may depend on data input from You, including (room) prices, room availability and trade names or trademarks.
You hereby grant Hotelchamp a non-exclusive, royalty free, worldwide, non-transferable, non-sublicensable, revocable license to use the trademarks, copyright, business and domain names and any other intellectual property (rights) provided by You to Hotelchamp (“Intellectual Property”) for the sole purpose of enabling Hotelchamp of providing its Service to You. The license granted by You does not include the right to use the Intellectual Property other than as specifically authorized by this Agreement. Unless the Order Form determines otherwise, we may use Your name and/or brand to make known that we are providing our Services to You.
Hotelchamp owns or is the authorized licensee to all (intellectual property) rights, including but not limited to copyrights, in and to the software and design of its Services and its website www.hotelchamp.com.
We grant You a limited, non-exclusive, royalty-free, worldwide, non-transferable, right and license, without the right to grant sublicenses, to access, use, execute and deploy our Service solely for the purpose and only for the duration of Your Subscription. Notwithstanding the foregoing, if You use our eCommerce Services, you are entitled to continue to use the design and content we created specifically for You also after Your Subscription has ended, provided however we will no longer provide access to our intellectual property supporting the Services provided.
You must not remove any notices or labels nor alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the form of all provided Service and software. It is explicitly not permitted to place any widgets, modules or other elements on your website which are the same as or materially similar to any widget, module or element which has at any moment been provided to you as part of the Services.
Warranties and liability
Hotelchamp warrants that the software and design of the Services, (including all associated intellectual property rights) does not infringe the (intellectual property) rights of any third party. Any other warranties are explicitly disclaimed.
Except for the sole warranty provided above, all our Services and software are provided solely “as is” and “as available”. The (communication to the public on Your website through the) use of our Services and software is fully for Your own risk and account and Hotelchamp shall not be liable for any direct or indirect damages, costs, (alleged) third party claims, court orders, penalties and/or indemnities resulting from Your use of the Services and software.
The liability of Hotelchamp under any ground (including but not limited to tort, imputable failure to perform a contractual obligation, and breach of warranty) shall in any event (where liability is not or cannot be fully excluded under imperative law) be limited to the amount paid by You for the relevant Services in the six (6) months prior to the moment the damaging event occurred, with an absolute maximum of €5,000 (five thousand Euro). If this limitation is unenforceable due to exceptional circumstances or any other reason, the liability of Hotelchamp is in any event expressly limited to the amount paid out by the insurance of Hotelchamp. This limitation of liability shall not apply in the event of intentional misconduct or willful recklessness.
Hotelchamp shall in no event be liable to compensate indirect damage, consequential damage, lost profits, missed savings, or damage due to business interruption.
Any right of You to compensation of damage shall expire two months after the damage occurred, or should have reasonably been discovered by You, unless a written and substantiated claim for compensation is received by Hotelchamp before this time.
We shall have no liability to You under our Agreement if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control (force majeure), including, without limitation, cybercrime, failure of a utility service or transport or telecommunications network, war, riot, fire, flood, storm or unforeseeable default of suppliers or subcontractors. In the event of force majeure, we will inform You without undue delay of the nature of the force majeure, and the expected duration.
Governing law and jurisdiction
Our Agreement and any obligations or disputes with respect to the cooperation between Hotelchamp and You will be exclusively subject to the laws of The Netherlands, without regard to any conflict-of-law provisions. In the event that the parties cannot resolve a dispute after good faith discussions within 30 days, this dispute will be resolved by the competent court of Amsterdam, the Netherlands.
Changes to the Terms of Service
We may update these Terms of Services from time to time. A new version of these Terms of Service will take effect 30 days after this version has been published and brought to Your attention (via e-mail or through the Services).
Interpretation and communication
If for any reason a court of competent jurisdiction finds any provision of the Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.
Any notice or other formal communication to be given under the Terms of Service and/or Order Form to Hotelchamp shall be in writing and delivered by post to Hotelchamp B.V., Burgerweeshuispad 101, 1076ER Amsterdam, Netherlands, email to support@hotelchamp.com or as a specific setting with our Services. We will send You any notice or other formal communication to be given under the Terms of Service and/or Order Form to the email address You provided to us via the Order Form.
The Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Hotelchamp and You regarding the cooperation.
Nothing contained in this Terms of Service and Order Form should be deemed or construed to form a general or limited partnership, a joint venture of agency between the parties, or allow a party to enter into obligations on behalf of the other party.
Contact Us
If You have any questions, feel free to contact us.
The Terms of Service have been kindly presented to You by Hotelchamp B.V., Burgerweeshuispad 101, 1076ER Amsterdam, Netherlands. Last updated: 31st July 2018.
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