1. Definitions
In these general terms and conditions as well as in the License Agreement, the following terms are used, either in singular or in plural, with the following meaning :
1.1 “Client” designates the entity or person having concluded the License Agreement and whose name and coordinates are shown on the first page of the License Agreement.
1.2 “Room” designates whatever space in the property capable of accommodating at least one person, not belonging to the property, to sleep.
1.3 “Hotel-Spider account” designates the IT account in Hotel-Spider, permitting the Client to identify himself.
1.4 “General Terms and Conditions” designates the present document as well as any ultimate version, software or in whatever form.
1.5 “License Agreement” designates the agreement concluded between Tourisoft Sàrl and the Client, of which the present General Terms and Conditions form an integral part.
1.6 “Becomes effective” has the meaning given to it in article 3.2 of the present General Terms and Conditions.
1.7 “Property” designates the establishment mentioned in the License Agreement in the paragraph concerned.
1.8 “Force majeure” designates any event that is beyond the control of a Party, notably an act of war, earthquake, hurricane, flood, fire or any other similar incident like an embargo, mutiny, terrorism, sabotage, strike, act of government, insurrection, epidemic, incapacity to procure material or means of transportation, electricity outage, legal or regulatory government impediment, court order, conviction, failure of the Internet, software attack (Denial Of Service) or any other event of a similar nature.
1.9 “License fee” has the meaning given to it in article 4 of the present General Terms and Conditions.
1.10 “Hotel-Spider” designates the Channel-Manager Hotel-Spider in its version on the day the agreement becomes effective as well as any more recent version.
1.11 “Enter into service” designates the moment (date) as of which the Client has access to the Hotel-Spider account, by being in possession of the URL (Internet address), username and password of his Hotel-Spider account.
1.12 “Party” designates the Client or Tourisoft Sàrl.
1.13 “Reservation platform” designates the online reservation sites IDS (Internet Distribution Systems) as well as the GDS (Global Distribution Systems.
1.14 “Supplementary product” designates the products described in article 2 of the License Agreement.
1.15 “Terminal” designates every piece of equipment on which Hotel-Spider can be shown, such as a PC, a tablet, a smartphone, etc..
1.16 “Tourist” designates any person booking a room or any other product with the Client and/or the property.
2. Application of the General Terms and Conditions
2.1 The present General Terms and Conditions apply to the License Agreement concluded between Tourisoft Sàrl and the Client.
2.2 In case of contradiction between the License Agreement and the General Terms and Conditions, the provisions of the contract prevail.
3. Becomes effective and Enter into Service
3.1 After having received the dated and signed original of the License Agreement and the General Terms and Conditions, Tourisoft will create a Hotel-Spider account for the Client, send him an email with the access information as well as a copy of the License Agreement signed by Tourisoft and an invitation to a Guided Tour by telephone.
3.2 The License Agreement becomes effective as soon as the Hotel-Spider account, mentioned in article 3.1 has been created for the Client and he has received the access information for his Hotel-Spider account. This date, which alone is authentic, is mentioned by Tourisoft Sàrl in the field “The present agreement becomes effective on” of the License Agreement when it is returned to the Client.
4. License fee
4.1 The license fees are those defined in the non-exclusive License Agreement for the use of Hotel-Spider and/or Supplementary Products. The license fee for Supplementary Products is invoiced separately.
4.2 The first thirty days of use after the date the agreement becomes effective are free of charge. As of the thirty first day the license fees are due. If the free period ends during the course of a month, no license fees are due for the rest of the month, on condition the License Agreement is still in force.
4.3 The Client engages to pay the license fee according to the information received from Tourisoft Sàrl.
4.4 Tourisoft Sàrl reserves the right to modify its current license fees at any time, by informing its clients per e-mail of it as well as the date of their modification.
4.5 If the client does not agree with the new license fees announced conform to clause 4.4, he has the right to cancel the License Agreement, in writing by registered letter to Tourisoft Sàrl within a maximum of seven business days, starting with the date of receipt of the email mentioned in clause 4.4. The cancellation will come into force on the date the new license fees mentioned in article 4.4 will be applied.
4.6 The Set Up fee is included in the License Fee.
4.7 If for any reason, after the activation of the service, a Tourisoft employee should have to go to the client’s office or that of one of its partners at the request of the latter, the work will be invoiced, taking into account the number of hours spent as well as the travel and lodging expenses incurred.
5. Other services and supplementary products
5.1 The costs related to services other than the use of Hotel-Spider, notably supplementary products, will be invoiced separately to the Client, based on the tariff agreed in the License Agreement or any other agreement signed later between the Parties.
5.2 The first thirty days of use after the date the agreement becomes effective are free of charge. As of the thirty first day the license fees are due. If the free period ends during the course of a month, no license fees are due for the rest of the month, on condition the License Agreement is still in force.
5.3 The Client engages to pay the license fee according to the information received from Tourisoft Sàrl.
5.4 Tourisoft Sàrl reserves the right to modify its current license fees for other services and/or supplementary products at any time, by informing its clients per e-mail of it as well as the date of their modification.
5.5 If the client does not agree with the new license fees announced conform to clause 5.4, he has the right to cancel the License Agreement, in writing by registered letter to Tourisoft Sàrl within a maximum of seven business days, starting with the date of receipt of the email mentioned in clause 5.4. The cancellation will come into force on the date the new license fees mentioned in article 5.4 will be applied.
5.6 The Set Up fee is included in the License Fee.
5.7 If for any reason, after the activation of the service, a Tourisoft employee should have to go to the client’s office or that of one of its partners at the request of the latter, the work will be invoiced, taking into account the number of hours spent as well as the travel and lodging expenses incurred.
6. Confidential information
6.1 Each party guarantees that all confidential information received from the other party will remain confidential.
6.2 All information received is considered confidential unless it has been marked explicitly non-confidential.
7. Non-hiring clause
7.1 For the duration of the contract between Tourisoft and the Client as well as for the duration of one year after its expiration, each party will abstain from hiring any employee from the other party who has contributed to the execution of this contract, unless an agreement in writing has been reached on this subject.
8. Duration of the contract and cancelation
8.1 Unless stipulated otherwise in writing, the minimum duration of the License Agreement is one year.
8.2 The License Agreement is tacitly renewed at the end of its initial period for a period of the same duration, unless one of the parties cancels the contract by informing the other party, in writing, at least three months prior to the expiration date of the relevant period
8.3 During the first three months following the date the agreement became effective, the Client has the possibility to cancel the Agreement without prior notice, by sending an email to the address: support@hotel-spider.com mentioning explicitly that he cancels the License Agreement and as of what date the cancellation should become effective. The License Agreement will cease to exist on the date requested in the cancellation but at the latest on the last day of the above mentioned period of three months.
8.4 In case a party fails to fulfil one of its obligations resulting from the License Agreement and/or the present General Terms and Conditions, the other party will be entitled to terminate the contract if, within 30 days after sending a notice of default by registered mail, this notice has remained without effect.
8.5 Tourisoft Sàrl will have the right to terminate the License Agreement with the Client, by registered mail, with immediate effect, without accusing the Client of breach of contract and without giving up its rights to claim damages and interest to be paid by the Client, in case of %uF0B7 serious misconduct or serious neglect by theClient. %uF0B7 late payment of the license fees by more than sixty days after payment was due %uF0B7 bankruptcy, Chapter 11 or liquidation of the Client.
9. Consequences of cancelation
9.1 Tourisoft cannot be held responsible for possible harm done to the Client or third parties because of its cancellation of the contract with the Client.
9.2 All claims, whether already invoiced or not, due at the moment of cancellation of the contract, will have to be paid immediately upon such a cancellation.
9.3 In case the License Agreement ends in the course of a month, the license fee for the use of Hotel-Spider as well as any other services or supplementary products that have been paid by the Client will be forfeited. No reimbursement will be made.
10. Responsibility
10.1 Under no circumstance, can Tourisoft be held responsible for the exactness and completeness of information delivered or entered by or at the request of the Client. The Client is exclusively responsible for the information that Tourisoft will save in its database and that will be shown to tourists in the screens of the reservation platforms, with which the Client wishes to be connected.
10.2 The responsibility for the exactness of the information rests exclusively with the Client, even if Tourisoft has entered the information, at his request and cost.
10.3 Under no circumstance can Tourisoft be held liable for the non-availability of an item that is part of a reservation made through the Hotel-Spider. Possible damages resulting from such non-availability can never be charged to Tourisoft.
10.4 Under no circumstance can Tourisoft Sàrl be held responsible for the proper functioning of the systems connected (including but not limited to Online Reservation Portals, Property Management Systems, Web Booking Engines, etc.) or their functionality. The Client has a contract with these suppliers, not Tourisoft Sàrl.
10.5 The Client is the exclusively responsible for the installation and the proper functioning of the telecommunication connection between his office and the WWW (Internet). The bandwidth of this link, as well as its availability invokes under no circumstances the responsibility of Tourisoft. More specifically, Tourisoft can never be held responsible for any interruptions of this telecommunication connection.
10.6 THE LIABILITY OF TOURISOFT SARL WITH REGARD TO THE CLIENT IS LIMITED TO CASES OF MALICIOUS INTENT OR GROSS NEGLIGENCE.
10.7 TOURISOFT IS NOT RESPONSIBLE IN CASE OF DELAY AND/OR PARTIAL OR COMPLETE OUTAGE OF ITS SERVICE IF THIS IS DUE TO FORCE MAJEURE. IN SUCH CASES, THE CLIENT CANNOT CLAIM ANY DAMAGES.
11. Information protection
11.1 The Client commits itself to respect the laws and regulations regarding the protection of data of the country concerned. He commits himself to inform Tourisoft of any amendments to such laws and regulations known to him.
11.2 The Client guarantees that the information that is stored by him or, at his request, by Tourisoft, has been treated in accordance with the prevailing law. He guarantees that Tourisoft will be protected at all times against all complaints or actions by third parties, made against Tourisoft regarding their data privacy rights.
11.3 Unless otherwise explicitly agreed upon in writing by the Client, Tourisoft is authorised to mention the Client’s name as such in its website.
11.4 Tourisoft has the right to use the information of reservations, received by Hotel-Spider, to create statistics to analyse the market. Any other use of this data, in particular its sale to third parties, is explicitly excluded. Tourisoft will treat this information confidentially and anonymously and will only transmit it to third parties in an anonymous form. Under no circumstances the name of the guest or his credit card information will be used.
12. Payment
12.1 Payment of the monthly license fee and all other fees should be made one month in advance at the latest by the 28th of the month, by credit card or bank transfer, in the screen available for this purpose in the Hotel-Spider.
12.2 If the license fee and/or any other fee is not paid within 30 days after the creation of the invoice, the client will automatically receive a reminder.
12.3 If the license fee and/or any other fee is not paid within 60 days after the creation of the invoice, the client’s account will be suspended automatically.
12.4 If the license fee and/or any other fee is not paid within 90 days after the creation of the invoice, Tourisoft Sàrl will herself or via a collection agency collect the fees by any legal means.
13. Use and Maintenance
13.1 Payment of the license fee for Hotel-Spider and/or supplementary products entitles the Client to use these.
13.2 The right to use Hotel-Spider is not linked to the number of terminals the Client uses.
13.3 THE RIGHT TO USE HOTEL-SPIDER CAN, UNDER NO CIRCUMSTANCE, BE TRANSFERRED OR LET TO A THIRD PARTY. THE CLIENT IS NOT AUTHORISED TO RENT, LEASE OR SUB-LICENCE, TO ALIENATE, CONFER LIMITED RIGHTS OR MAKE AVAILABLE TO THIRD PARTIES THE RIGHT OR THE HOTEL-SPIDER IN ANY WAY OR FOR ANY PURPOSE.
13.4 Tourisoft Sàrl, in its effort to continually make Hotel-Spider more user-friendly and powerful, will make updates available to its product on a regular basis. The cost for these updates is included in the license fee.
14. Guarantee
14.1 Tourisoft cannot guarantee that Hotel-Spider and the supplementary products will function without fault or without interruption nor that all problems encountered by the Client will be resolved.
14.2 The use of Hotel-Spider and/or supplementary products depends exclusively on the Client. The only obligation Tourisoft Sàrl has is to make them available.
14.3 Tourisoft Sàrl will do its best in the framework of its obligation with respect to the Client, to assure the availability of Hotel-Spider and the supplementary products. However, because of IT risks, Tourisoft Sàrl cannot guarantee, notwithstanding a correct usage by the Client, that there will not be any failure or defect.
15. Notification
15.1 Any communication and determination in accordance with the License Agreement and the General Terms and Conditions will be made in writing and shall be sent by registered mail, email, fax or standard mail to the other Party to the mail address/email address/ fax number indicated on the License Agreement or to a new mail address/email address/ fax number communicated in accordance to the present article 15.
15.2 If, in a particular case, the present General Terms and Conditions foresee a specific communication method or a specific mail address/email address/ fax number, this has to be used.
15.3 The information sent by email or registered letter will be considered received, unless otherwise provided in the General Terms and Conditions or License Agreement, at the date of reception by the other Party or if the registered letter has not been received at the date of refusal to take delivery. Emails must be sent with a request to acknowledge reception. 15.4 The Client accepts that Tourisoft Sàrl communicates with him mainly by email.
16. Partial invalidity
16.1 In case one or several clauses of these General Terms & Conditions are not applicable or are cancelled, the other clauses will remain in force. The cancelled clause or the one that was not applicable will be replaced by mutual agreement between Tourisoft and its Client by a clause that serves imperatively the same purpose as the one it replaces.
17. Termination
17.1 The License Agreement can only be terminated by the Client after having received the written agreement from Tourisoft.
18. Currency and interest
18.1 All payments under the License Agreement or the present General Terms and Conditions are to be made in Euro, except for those clients having their headquarter in Switzerland or in Lichtenstein. For those Clients payments are to be made in CHF.
18.2 Prices mentioned in the License Agreement are without VAT.
18.3 The applicable interest rate in case of late payment is 5%. Interest will be due for the entire period from the initial maturity date till the date the payment has been received by the other Party. However, no interest payment will be due if the payment has been made during a grace period of two weeks, starting at that initial maturity date.
19. Modification of the General Terms and Conditions
19.1 The present General Terms and Conditions can be submitted to adaptations/modification from time to time.
19.2 In case of modification, Tourisoft Sàrl will send an email to the Client, announcing a new version of the General Terms and Conditions is available on its website and/or to which the new Terms and Conditions will be attached. Without opposition from the Client, sent by email to the address : support@hotel-spider.com, sent within thirty days after the day on which the Tourisoft Sàrl email has been received, the new General Terms and Conditions will be deemed to have entered into force on the day Tourisoft Sàrl sent them.
19.3 In case the Client, respecting the form and timelines described in article 19.2, opposes the modifications, Tourisoft Sàrl, at its sole discretion, can decide to either cancel the License Agreement, giving a thirty days’ notice till the end of the month, or accept that the License Agreement, concluded with the Client, continues to be governed by the old General Terms and Conditions. In this case, to avoid any possible misunderstanding, Tourisoft Sàrl will confirm to the Client which version of the General Terms and Conditions applies and send him a copy per email.
20. Governing law and jurisdiction
20.1 The parties will make their best effort to resolve amicably any conflicts arising from the interpretation or the execution of this License Agreement and the present General Terms and Conditions.
20.2 Swiss law applies exclusively to the License Agreement and to these General Terms and Conditions.
20.3 Any conflict, resulting from the License Agreement and these General Terms and Conditions, that could not be solved amicably, will be submitted to the Tribunaux de Genève and, as a last resort, to the Tribunal fédéral in Lausanne.
20.4 This version of the General Terms & Conditions is a translation of the original which is in the French language. In case of conflict between the translation and the original, the latter will prevail.