These general terms and conditions, along with the specific conditions ("Order"), if applicable, constitute the entire contract ("Contract") between THE HOTELS NETWORK SL ("THN"), and the CLIENT ("CLIENT") in relation to the license that allows the CLIENT access to the platform developed by THN (the "Platform").
To specify the terms governing the license for the use of the Platform, the support and/or services contracted by the CLIENT in accordance with the agreement in each case between the Parties (the “Services”).
The Services will be provided according to the specifications described in this Contract and, where applicable, as additionally agreed upon in each case by the Parties. Therefore, the CLIENT acknowledges and accepts the functionalities of the Platform and the Software and the scope of the Services contracted under the Contract and accepts them as they are.
The Service is configured as Software as a Service (SaaS). Hereinafter, "the Software" will be used to refer to the online Platform owned by THN and “the Services” to refer to the web access service and the use of the functionalities by the CLIENT.
THN will provide online/telephone training services for the use of the tool at the beginning of the contract. THN will provide online/telephone support services for the use of the tool based on the package contracted in the Order. Consultancy services, configuration, or individualized report creation are not included. If the CLIENT wishes, THN will quote these services for CLIENT approval before they begin.
The Services include the functionalities that are offered on the Platform at any given time. THN reserves the right to make modifications it deems appropriate, both in the Software and its use. If certain functionalities proposed by the CLIENT are considered interesting, THN may include them in future Service updates. THN will provide technical and functional support services in accordance with the standards included in this Contract in relation to the functionality of the Platform. The Service will be provided remotely via email or telephone service.
To initiate the contracting process, the CLIENT must accept these General Terms and Conditions of Contract (GTCC). The GTCC are accessible to the CLIENT any moment at the following URL: https://info.thehotelsnetwork.com/en/thn-terms.
This Contract has an obligatory Initial Duration of 12 months. After the Initial Duration, this Contract will automatically renew for successive periods of 12 months, unless either party notifies the other party in writing of non-renewal at least 60 days before the next scheduled renewal date.
THN declares itself to be the sole owner of all intellectual and industrial property rights over the Software, as well as its updates, improvements, revisions, extensions, modifications, adaptations, rectifications, translations, or new versions, and the accompanying documentation are the exclusive property of THN. Thus, the Software does not infringe any intellectual property rights; THN is authorized to grant the license to the CLIENT.
The CLIENT expressly acknowledges that THN is the sole holder of the intellectual property rights and/or industrial property rights, as well as any other rights of similar legal nature and/or economic content of the Software, the Platform, and any derivative work thereof, arising from the Services provided.
THN grants the CLIENT a limited, non-exclusive, temporary, and non-transferable license to install the Code provided by THN on its website and use the SaaS Services for the duration of the Contract. The CLIENT has the right to use the Service(s) for the hotels indicated in the different signed orders. THN will grant a credential for each user.
The CLIENT is not authorized to (i) reproduce, modify, distribute, rent, assign, license, communicate, make available, give access, incorporate, or use for the benefit of third parties the Software, the Platform, and the documentation associated with them or a copy of all or part of their content; (ii) copy or transform any feature, function, or interface of the Software or the Platform; (iii) hinder or disrupt their integrity or performance; (iv) use them for illegal or criminal purposes; (v) disassemble, compile, decompile, translate, edit, reverse engineer, except in cases expressly permitted by applicable legislation, with prior notification to THN.
The industrial property rights over any trademarks or trade names owned by any of the Parties, belong to that Party.
Both parties grant each other a non-exclusive license to use their respective trademarks to advertise the provision of the Services in the press, websites, and promotional material.
The CLIENT may access an online System through a combination of user and password provided by THN. This information is for the exclusive use of the CLIENT, who must keep it confidential and not share it with third parties. Each user of the Service will have a different set of user and password.
The CLIENT must take the necessary measures to ensure that third parties cannot access the Service with their password. Third-party access to the login information will be the exclusive responsibility of the CLIENT and will authorize THN to immediately terminate the contract for non-compliance. The CLIENT will be responsible to THN and third parties for damages that may be caused by the misuse of the credentials.
The CLIENT commits to respecting the intellectual and industrial property rights of THN. The CLIENT must refrain from any action aimed at removing, managing, circumventing, or manipulating any protection device or security system that has been installed in THN's Software.
The provision of the Service includes monitoring user behavior on web pages and applications where THN's Software is installed. The result of this monitoring may be used to enhance the user's use of the tool, improve the functionalities of the Software and the algorithm, create reports, and conduct comparative analyses. Information about user behavior is always anonymized and used in an aggregated manner, never revealing any personal data. In no case will THN share any information or data that can be directly associated with the CLIENT or any of its hotels or hotel brands unless expressly accepted by the CLIENT. THN reserves the right to share and distribute the aforementioned aggregated and anonymized information with third parties and other hotels that are part of the THN network, as well as to publish it on THN and in other third-party publications and events, such as blogs, webinars, presentations, press releases, etc.
In no case will the CLIENT use the data provided by THN's products for a purpose other than improving the performance of their hotel. The CLIENT will not distribute or share the information provided by THN's products outside its organization without the prior written consent of THN. The CLIENT will always mention THN as the source of the information from the data provided by THN's products. THN reserves the right to cancel access to the data in the event that the CLIENT fails to comply with the points defined in these terms and conditions.
The remunerations to be paid by the CLIENT to THN in consideration for the license to use the Platform and Software and the provision of Services are the rates established in the Order.
The price set in the Order may be increased annually by 5%. THN reserves the right to use a different pricing system, depending on specific Services or additional functionalities of the Service.
All types of taxes, charges, levies, fees, and duties, present or future, that apply to the Contract, shall be paid by the Parties in accordance with the legislation in force at the time of invoicing. It is understood in any case that these increase the prices, and therefore are not included in them, and will be itemized separately on each invoice. In the case of local taxes that must be withheld by the Client, they will be fully borne by the Client, not affecting the price of the Service, and the agreed amount must be paid in full.
THN will invoice the CLIENT on the start date of the Initial Period. The CLIENT agrees to pay in accordance with what is agreed in the Order.
THN may remove any discount included in the fee and charge the price indicated in the price list and/or automatically suspend the service in case of non-payment by the CLIENT, who will be obligated to pay all fees until the end of the Contract.
THN may automatically apply any amount received from the CLIENT to the payment of any previously due invoice.
THN reserves the right to exercise any legal action including claims for damages arising from the CLIENT's non-payment.
THN commits to comply with the provisions of Regulation (EU) 2016/679 and the Organic Law 3/2018 (“LOPDGDD”), and/or any other applicable data protection regulations. The personal data of the CLIENT's representatives, as well as their employees and other contact persons who may be involved in the formalized legal relationship, will be processed by THN acting as data controllers. Such personal data will be processed for the purpose of executing and maintaining the present Contract, as well as the contractual relationship arising from it; and to comply with the legal obligations arising from such relationship. The legal basis for the processing of data is the execution of a contract where the interested party is part of such contract and the compliance with applicable legal obligations. The data will be kept for the duration of this relationship and the years necessary for the fulfillment of THN's legal obligations. The data may be communicated to third parties to whom THN is legally or contractually obliged to communicate (such as authorities and public administrations, or third-party service providers entrusted with a service linked to the management or execution of this Contract). Data subjects may exercise their rights of access, rectification, deletion, limitation of processing, data portability, and opposition by writing to THN's address stated at the beginning of this Contract or sending an email to privacy@thehotelsnetwork.com. If they have not obtained satisfaction in the exercise of their rights, they may submit a complaint to a competent control authority, in Spain the Spanish Data Protection Agency (www.aepd.es).
The data obtained through the use of the Service are the property of the CLIENT, who will act as the data controller of them. If for the provision of the Service, THN processes personal data as Data Processor, the processing will be governed by the Data Processing Agreement which can be found at the following link: https://info.thehotelsnetwork.com/thn-data-processing-agreement-general-tcs. THN has the right to use personal data obtained anonymously and aggregated, for statistical purposes and to study behavior patterns, which will allow the evolution of the Service's algorithms. This tracking is done anonymously and aggregated, meaning that there is no personal data.[PB4]
THN and the CLIENT must comply with the current legislation and regulation on the protection of personal data where applicable, exempting THN from any liability and keeping THN free of responsibility in case of non-compliance with such legislation by the CLIENT. THN will implement adequate security measures to ensure that the information of the CLIENT's website users, which it collects while providing the service to the CLIENT, remains private and confidential. THN reserves the right to use the CLIENT's data anonymously aggregated to improve its products and services. THN, to offer maximum transparency, provides the Client with access to its updated Privacy Policy at the following link: https://thehotelsnetwork.com/en/privacy-policy/.
The CLIENT will use the Software at its own risk and responsibility, in accordance with THN's instructions. THN grants the license “as it is” and guarantees that the Services will function in accordance with the provisions of this Contract and the updated information published on THN's website at any time. THN does not guarantee any type of results from the use of the Service.
THN assumes responsibility solely as established here for direct damages suffered by the Client attributable to THN arising from this Contract. THN will only be responsible for the Services subject to this Contract and excludes liability for any product or service provided by suppliers and/or third parties.
The total liability of THN for any action or proceeding for damages of any kind arising from the use of the Software, excluding fraud, gross negligence, and violation of imperative law, will never exceed the total amount paid by the CLIENT under this Contract during the last twelve (12) months of its validity.
THN will not be responsible for damages resulting from the misuse of the Software attributable to the CLIENT or a third party employed by the CLIENT, nor for the breach of the CLIENT's obligations.
Furthermore, THN will not be liable to the CLIENT or a third party for any indirect damage related to the use of the Service, including loss of profits, revenue, data, or interruptions in the use of the Software, that has affected the CLIENT or a third party according to the provisions contained in this Contract.
THN grants no other guarantee on the Service, express or implied, including, without limitation, any guarantee of suitability for particular purposes, satisfactory quality, utility, uninterrupted or accurate operation, or any guarantee of software, computer program, equipment, product, or service that is not owned by THN. THN cannot control or guarantee the absence of computer viruses in the services and content provided by third parties through the Software that may cause alterations in the CLIENT's systems.
Also, any content provided by the CLIENT or third parties must be legitimately contributed, assuming full responsibility for its contribution and exempting THN from any related claim.
Upon expiration or termination of the Contract, all rights granted herein will revert to THN. Access and use of the SaaS Services by the CLIENT will cease, and all materials, applications, and tools downloaded from the SaaS Service must be deleted, removed, or destroyed. Technical interruptions due to maintenance and evolution of the Software will not be considered a failure in the provision of the Service.
The Parties may terminate the Contract by: (i) mutual agreement; (ii) substantial or serious breach of the obligations of the other Party. If the breach is remediable, the termination of the Contract will occur when the breach has not been remedied within ten (10) days following the written request of the other Party notifying the breach in question and demanding its remedy.
Downtime caused, directly or indirectly, among others by any of the following reasons, will not be considered a breach: (i) a force majeure event; (ii) outage of the Internet or any public telecommunications network; (iii) failure of the CLIENT's computer systems or networks; (iv) interruption of the Service for maintenance or support carried out under the terms described in this Contract; (v) use of the platform in a way not contractually authorized (vi) software evolutions.
This Contract will be interpreted and applied in accordance with the laws of Spain. In the event of doubts and/or divergences regarding its interpretation and/or effects, only the Courts of the city of Barcelona (Spain) will be competent, with the parties waiving any other jurisdiction that may correspond to them.
Text updated in May of 2024.
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