General Terms and Conditions “Bookolo system s.r.o.” stav k 1. lednu 2014 General Terms and Conditions for customers
of Bookolo system s.r.o., Company ID No. (IČ)
024 50 895, having its registered office at
Prague 5 Košíře, Plzeňská 202/201, 150 00
Prague 5, registered in the Commercial
Register administered by the Municipal Court
in Prague, Section C, Insert 219480
(hereinafter referred to as "Company")
(hereinafter referred to as "GTC")
I. Definitions of Terms
1.
"Booking Engine Service" means a
service provided by the Company to the
Client
"Client" means a legal or natural person
conducting business that is a provider of
an accommodation facility (e.g. hotel,
hostel, motel, etc.) and is also a
contracting partner of the Company
using the Booking Engine Service. The
Client shall pay the Company an agreed
commission for using the Service.
"Customer" means any and all natural
or legal persons eligible to enter into the
reservation contract with the Client via
the Booking Engine Service
"Reservation
Contract" means a
contractual relation concluded between
the Client and the Customer that has
been concluded regarding these GTC via
the Booking Engine Service. The
Reservation Contract is an in nominate
contract entered into under Section 1746
(2) of the Civil Code.
"CC" means Act No. 89/2012 Coll., Civil
Code, as amended.
"Contract" means a Contract on the
Provision of a Booking Engine Service
entered into pursuant to provisions of
Section 1746 (2) et seq. of CC between
the Client and the Company, an integral
part of which are these GTC.
"PCI DSS" (Payment Industry Data
Security Standard) means a set of
international security standards the aim
of which is to prevent any leakage of
sensitive data about payment card
holders. It involves requirements that are
transmitted to organisations processing,
transmitting and storing data about
payment card holders and transactions.
2.
3.
4.
5.
6.
7.
Service and supersede all the previous
written, oral as well as electronic
agreements regarding provision of the
Booking Engine Service between the
Company and the Client.
2. Should the Company desire to satisfy
the Client in a form of any concession,
not stated herein or the Contract, such
a concession shall in no case be
considered a waiver of the Company's
rights of the Contract or the GTC.
3. No amendment to the Contract or the
GTC is binding for the Company unless
signed by authorised persons of the
Company.
III. Intellectual Property
1.
Any and all intellectual property used
by the Company, relating to the
Company's business activities and
provision of the Booking Engine
Service, shall belong to the Company
and no ownership rights shall pass to
the Client by the Contract or the GTC.
2. Unless
specified
otherwise,
the
Company is the owner of the software
required for the Company's services, or
that is available and used on the
Company's website and the intellectual
property rights (including copyright)
regarding the website content and
information.
3. The Company is an exclusive owner of
all rights, titles and interests resulting
from the intellectual property, design
and user aspect of the website where
the service is available. Thus, neither
the Client nor the Customer shall be
entitled to copy, publish, promote,
integrate, use, combine, share or use in
any other way the content of the
Booking Engine Service, website or the
Company's brand without explicit
written consent of the Company. Any
illegal use or any above-mentioned
behaviour shall be considered a serious
breach of intellectual property rights
(including copyright).
IV. Rights and Duties of Client
II. General Provisions
1.
The Contract and these GTC shall
mean an entire agreement between the
Company and the Client regarding
provision of the Booking Engine
1.
The Client shall be obliged to ensure
that accommodation as well as any
related services are reserved for the
person
making
the
reservation
immediately upon the acceptance of
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
the reservation data from the person
making the reservation.
It always holds that the Reservation
Contract is concluded between the
Client and the Customer.
The Client shall be obliged to have a
working process in which the Client
will be able to check incoming emails
several times a day as well as to
regularly check the Booking Engine
Service.
The Client shall be obliged to
immediately inform the Company on
any change of his/her email address or
the email functioning.
In the event that the Client is not able
to provide accommodation or relating
services reserved validly through the
Booking Engine Service for the
Customer, the Client shall only be
liable to the Customer for any loss or
damage.
Regarding situations specified in the
previous Paragraph, the Client hereby
warrants to fully indemnify the
Company for any loss and damage
suffered or borne by the Customer.
The Client shall be responsible for the
provision, ensuring and checking of
accuracy of all information provided by
the Company to the Client.
The Client shall be responsible for the
last update of all data for the
Company.
The Client shall always have direct
control over information and bear all
responsibility for its use and update.
The Client shall be fully responsible for
the proper fulfilment of PCI DSS
requirements implemented by the
Company
to
the
Company's
management systems, and for the
protection of users' names and
passwords for the system. It is
especially responsible for the control
over the users with a granted
permission to access the data about
credit cards of persons making the
reservation.
The Client namely undertakes to:
a) Comply with the PCI DSS security
requirements;
b) Accept its responsibility for the
security of data of cardholders;
c) Acknowledge that the cardholders'
data may only be used to make the
transaction, provide the service of
checking frauds, or for the usage
required by legal regulations;
d) Acknowledge that these obligations
regarding
protection
of
confidentiality of cardholders' data
shall survive the termination of any
other contractual arrangements
with the Company.
8. The Client shall be obliged to pay the
Company
commission
for
each
Reservation Contract concluded via the
Booking Engine Service.
V. Rights and Obligations of Company
1.
2.
3.
4.
5.
6.
The Company shall be obliged to meet
all requirements stated by applicable
legal regulations of the Czech
Republic.
In particular, the Company shall be
obliged to comply with Act No.
101/2000 Coll., on the Protection of
Personal Data, as amended.
Any
data
communication
or
transmission by the Company to
persons explicitly approved by third
parties need to be made in compliance
with applicable legal regulations on
personal data protection.
When accepting a reservation validly
completed by the Customer, the
Company
immediately
provides
complete
data
regarding
this
reservation to the Client using its
Booking Engine Service system.
Immediately upon the Customer's
reservation, the Company shall be
obliged to send an email to the Client's
email address providing necessary data
regarding requirements of the third
party that has made the reservation for
accommodation, and further contact
data.
The Company is also obliged to send
the Customer an email confirming the
same data and stating that the Client
has already received the data.
VI. Payment
1.
Reservations made via the Client's
website or using mobile web
applications, channel or associated
websites that use the Booking Engine
Service are subject to the commission
for the amount of percentage agreed
from the gross total amount of the
reservation.
2. To make it simple, the Company may
charge the Customer that makes the
reservation, at the time of the
reservation completion, a fee to the
amount of the commission paid by the
Client to the Company.
3. Should the Company not collect an
equivalent commission fee from the
Customer that it is obliged to pay the
Client for each completed reservation,
the Company shall charge the Client
commissions from the amount due for
reservations
made
during
the
respective month at the end of each
month.
4. All invoices issued by the Company
shall be due within 15 (fifteen) days
from the date of issue. Invoices need to
comply with requirements of a tax
document.
5. In case the Client is delayed with the
payment of invoice issued by the
Company, the Client shall be obliged to
pay a contractual penalty to the
amount of 0.05 % of the amount due
for each day of delay.
6. In case the Client is delayed with the
payment of invoice for more than 15
(fifteen) days, the Company shall be
entitled to cease the provision of the
Booking Engine Service, or any other
performance, immediately.
7. Should the Customer cancel the
Reservation Contract, the Company
shall not be entitled to commission.
VII. Exclusion of Company’s Liability
1.
The Client shall be responsible for the
collection of the entire remaining
payment for the reservation of
accommodation from the Customer.
2. The Company assumes no liability if a
person making the reservation fails,
refuses or neglects to pay the Client the
entire reserved price or any other costs
incurred.
3. The Company does not provide any
statement regarding the Customer's
solvency. Thus, the Company does not
assume any liability for the Customer's
inability to pay for accommodation or
related services provided by the Client.
4. The only purpose of the other
confirmation of the reservation to the
Client via email, SMS, facsimile or
direct transfer to other software
system is to facilitate orientation, and
the Company shall not bear any
responsibility for their delivery and
correct interpretation.
5.
The Company shall not be responsible
for inaccurate information used within
the Company services if the Client has
checked and confirmed the accuracy of
information provided by the Company.
6. The Company shall not bear any
responsibility for any failure or
restriction of the Internet, server,
software or other technical failures
limiting
the
provision
of
the
Company's web services.
7. The Company shall in no way be liable
to
the
Customers
that
the
accommodation or related services
provided by the Client are performed
exactly as stated on the Company's
websites.
VIII. Contract Duration
1.
This Contract may be terminated:
a) by the Parties' agreement;
b) by withdrawal from the Contract; or
c) if concluded for an indefinite period
of time, by written notice, without
specifying the cause, with a twomonth (2 month) notice period
from the first day of the month
following the month in which the
notice has been delivered to one of
the Parties.
2. The Company shall be entitled to
withdraw from the Contract if the
Client grossly breaches its obligations
resulting from the Contract or the
GTC. In order to avoid any doubts, a
serious breach of the Client's
obligations shall mean any breach of
obligations under the provision of
Article IV. of the GTC, or a delay with
any payment by more than 30 days.
3. Upon Contract termination, the Client
shall be obliged to return all
documents, technical equipment and
other materials provided by the
Company to the Client within the
Contract duration.
IX. Confidentiality and Confidential
Information
1.
No confidential information relating to
matters or activities of the other Party
or its subsidiaries or affiliates or
clients or relating to their business
transactions
may,
under
no
circumstances, for the Contract
duration, and even after it, be used by
any of the Parties for their own benefit
or be communicated to a third party.
2. Confidential information shall mean
any
information,
namely
the
information regarding:
a) contracts;
b) trade secrets;
c) business practices;
d) development procedures;
e) development processes;
f) business plans;
g) inventions;
h) procedures;
i) data of any nature;
j) drawings;
k) lists of customers;
l) financial statements;
m) data on sales;
n) proprietary business information of
any kind;
o) projects or results of research and
development;
p) tests and/or
q) any not published information
relating to the firm, operation, ideas
and plans,
that has been communicated to the
other Party in any form or using any
means, in particular, by manuscripts,
typescripts, electronically, via magnetic
recording or orally, including emails,
and/or electronically or using any
other method of publication.
3. Confidential information does not
include the following types of
information:
a) information known to the public
not as a result of infringement, and
b) information
published
in
accordance with the Contract and
the GTC.
finally resolved with the exclusion of
jurisdiction of ordinary courts by
arbitration
proceedings
at
the
Arbitration Court attached to the
Economic Chamber of the Czech
Republic and Agricultural Chamber of
the Czech Republic in Prague
according to its Rules by a single
arbitrator appointed by the Chairman
of the Arbitration Court attached to the
Economic Chamber of the Czech
Republic and Agricultural Chamber of
the Czech Republic.
XI. Final Provisions
1.
2.
3.
4.
X. Settlement of Disputes
1.
Any and all disputes arising from or in
connection with the Contract shall
always be, at first, discussed between
the Parties' representatives in order to
settle the disputes amicably. These
discussions shall be conducted on
three levels, in the following order:
a) between the authorised employees
of both Parties;
b) between the heads of Financial
Departments of both Parties; and
c) between statutory representatives
of both Parties.
2. Any and all disputes arising from or in
connection
with
this
Contract,
impossible to settle amicably, shall be
5.
6.
The Client shall not be entitled to transfer
or set off the rights and obligations
resulting from the GTC or the Contract or
to dispose with them without prior written
consent of the Company.
The Company reserves the right to assign
its claim against the Client if the Client is
delayed with the payment by more than 30
days.
The Company shall be further entitled to
set off its claims receivable from the Client
at any time, irrespective of their currency
and legal relation they result from, against
any claim of the Client against the
Company, both payable and non-payable.
Unenforceability or invalidity of any of the
Articles or provisions of the Contract or the
GTC shall not affect the enforceability or
validity of the remaining provisions of the
Contract or the GTC. Should any such
Article or provision become invalid for any
reason (in particular, due to the conflict
with applicable Czech laws and other legal
standards), the Parties shall consult and
agree upon a legally acceptable way to
perform the intentions contained in the
respective part of the Contract that has
become invalid.
Regarding delivery of any resignation,
reminder, notice, calculation and other
documents pursuant to this Contract, it is
considered delivered on the day of
acceptance or the day in which the
consignment has been returned as
undelivered or undeliverable, or by a
demonstrable personal delivery to the
other Party. As for the change of delivery
address, the Parties have agreed that they
will immediately inform the other Party of
such a fact in writing.
Provisions of Article of the GTC the
content of which possibly exceeds and
relates, among others, to the period of
provision of the Booking Engine Service,
too, in particular, but not exclusively,
regarding
outstanding
payments,
compensation for damage, liability,
protection of Confidential Information,
etc., shall remain valid even after the
termination of the Service provision.
7. The General Terms and Conditions shall be
governed by the Czech laws. Rights and
obligations of the Parties, not regulated in
the GTC, shall be governed by the
respective provisions of Czech legal
regulations.
8. In relation to the Contract, GTC, the
following provisions of the CC shall not be
used:
a) Provision regarding the possibility to
accept a contract offer with an
amendment or deviation (Section 1740
(3));
b) Provision regarding validity of
confirmation showing deviations from
the really agreed content of the
contract (Section 1757 (2) and (3)); and
c) Provision regarding contracts
concluded adhesively (Sections 1799
and 1800).
9. The terms of cooperation of the Parties,
not regulated in or based on the Contract
and the GTC, shall be governed by the
respective provisions of Act No. 89/2012
Coll., Civil Code, in particular by the
provisions on a license agreement.
10. These GTC become effective as of the day
of
the
Contract
signature.