GENERAL TERMS & CONDITIONS | PROMOIR BV
- Offer and Contract
1.1 The following General Terms and Conditions apply for all contracts concluded by Promoir and the Client.
1.2 None of the clauses of the General Terms and Conditions of the Client apply for the offers and contracts of Promoir.
- Prices and Payment
2.1 The elements of the price due for the use of Roomer form part of the contract concluded by the parties.2.2 Promoir retains the right to change its existing prices by informing the Client of this change at least three months before the date on which the new prices apply by email.
2.3 The Client has the right to terminate the current agreement as per the date on which the new pricing would apply, subject to the condition that the Client informs Promoir thereof within seven working days after receiving the notification referred to in clause 2.2.
2.4 The Client accepts that Promoir communicates with it by email, except for the notifications as detailed in clauses 5.2, 6.1 and 6.2.
2.5 If an employee of Promoir is requested by the Client for whatever reason to come to the office of the Client or one of its parties, then the activities will be invoiced on the basis of the hours worked and the accommodation and travel costs incurred. This invoice is also subject to a payment period of 14 days.
- Confidential information
3.1 Each party guarantees that all the information it receives from the other Party will remain confidential. All the information received is treated as confidential unless it is explicitly indicated that the information is not confidential.
- Non-recruitment clause
4.1 For the duration of a contract concluded by Promoir and the Client and a year following the end of the contract each of the parties will not employ an employee of the other party [operating as employee/self-employed individual or temporary employee] who has helped perform this contract, or to enter into any other collaboration with this person [such as, but not limited to, self-employed individual or temporary employee] in the broadest sense of the word, unless a written agreement has been concluded by Roomer and the Client in this respect. Upon violating this clause the violating party must pay the other party a penalty of EUR 5,000 per violation and EUR 1,000 per day that the violation continues.
- Duration of the contract
5.1 Unless otherwise is specified in writing, the minimum duration of contracts with Promoir is one year.
5.2 Contracts with Promoir are automatically extended at the end of their initial period by a period of the same duration, unless one of the parties terminates the contract by giving notice to the other party at least three months before the end date of the relevant period by way of a registered letter or email. The termination mail or letter must refer to the date of commencement of the original contract with its Roomer package and contract duration, thereat termination is only valid when the other party confirms receiving the letter in writing via mail or letter.
6.1 Promoir has the right to terminate the contract with the Client by way of registered letter, effective immediately, without accusing the Client of a breach of contract and without waving its rights to claim payment of damages and interest from the Client should the Client show serious misconduct or be in serious default.
6.2 Promoir has the right to terminate this contract with the Client by way of registered letter, effective immediately, without accusing the Client of a breach of contract and without prior notification, if the Client files for bankruptcy, or if this is filed on its behalf, or it is has already been pronounced, or that the Client becomes subject to the Debt Repayment (Natural Persons) Act or in the event of the liquidation of the Client or in the event of any inability to pay of the Client.
6.3 Promoir is not responsible for any damage suffered by the Client or third parties as a result of a termination of the contract by Promoir with the Client.
6.4 All claims, invoiced or otherwise, payable upon termination of the contract, will be invoiced and immediately payable by the Client if the agreement is terminated on the basis of that stated in this article.
7.1 Promoir is not liable for the accuracy and completeness of the information provided or entered into the Roomer system by or upon request of the Client. The Client is only responsible for the information Promoir will save in its database and that will be shown on the booking platforms to which the Client wishes to be linked.
7.2 The responsibility for the accuracy of the information is exclusively held by the Client, even if Promoir has looked up the information and/or entered it upon its request and/or for its account.
7.3 Promoir can in no way be held liable for the unavailability of an item that forms part of a reservation that has been made via Roomer. Any damage arising from this unavailability can never be payable by Promoir.
7.4 The Client is solely responsible for the installation and the correct functioning of the telecommunication connection between its office and the URL (internet) Promoir is in no way responsible for the bandwidth of this connection, and for the availability thereof. Promoir can, more specifically, never be held liable for disruptions in this telecommunication connection and will therefore never be liable to pay damages in this respect.
7.5 The liability of Promoir towards the Client is limited to cases of malice or gross negligence of Promoir and will be covered up to the maximum amount Promoir is entitled to under the liability insurance.
7.6 Promoir is not responsible for delay and/or a partial or full absence of its service. In these cases the Client is not entitled to payment of damages.
- Protecting information
8.1 The Client agrees to comply with the laws and regulations with regard to data protection as they apply in the country where its hotels are situated and for where it uses the Roomer system. The Client agrees to inform Promoir of all the changes it is aware of in respect of this legislation and the regulations.
8.2 The Client guarantees that the information saved by the Client or saved by Promoir upon its request and/or has been handled in accordance with/not in violation to the legislation and regulations as they apply in the country of the Client. The Client guarantees that Promoir is always protected against any complaints and actions of third parties against Promoir with regard to its data protection rights. The Client indemnifies Promoir for each liability in this respect.
8.3 Unless otherwise is explicitly stated by the Client, Promoir is authorised to publish the name of the Client on its website or advertising materials for its company.
9.1 Promoir will do its best as part of its obligations to guarantee the availability of the service of its products to the Client.
10.1 Payments for the service of Roomer must be made within 14 days of receiving the invoice by way of a bank transfer.
10.2 If the monthly payment is not paid within 30 days, then Promoir has the right to suspend its obligations under the agreement and to refuse the Client access to the Roomer system. This does not relieve the Client from its obligation to pay the invoices already sent, nor from its obligations to pay the future invoices [even though they cannot use the system].
- Use and Maintenance
11.1 The payment of the monthly fee, as detailed in clause 10.1, authorises the Client to use Roomer.
11.2 The right to use Roomer is not linked to the number of terminals used by the Client. It is only linked to the contracts concluded by the Client and Promoir.
11.3 The right to use Roomer can in no way be transferred or leased to a third party. The Client is not authorised to rent out, pledge, sub-license, sells, make available the right to use Roomer for any purpose, or to transfer the limited rights thereof to third parties or to make them available to third parties in any other way. If the Client does proceed to do so, then the Client must pay an immediately payable penalty of EUR 5,000 per violation and EUR 1,000 per day that the violation continues.
11.4 Promoir will regularly make updates available of its product as part of its efforts to make Roomer more user-friendly and powerful. The costs of these updates is incorporated in the subscription price Promoir invoices the Client.
12.1 Promoir cannot guarantee that its products will operate without defects or disruptions, nor that all the problems the Client faces will be resolved. Promoir is not liable for damage resulting from defects/disruptions in the functioning of its product.
- Partial invalidity
13.1 In the event that one or more clauses of these General Terms and Conditions are not applicable or have been cancelled, the other clauses will remain in force. The cancelled clause or the clause that was not applicable, will be replaced by mutual consultation between Promoir and the Client, by a clause that imperatively serves the same goal as the clause that is replaced.
- Law and district
14.1 The Parties will do their utmost to resolve any disputes resulting from the interpretation or performance of this contract amicably.
14.2 The agreement and these General Terms and Conditions are exclusively governed by Dutch law. Any disputes arising from this agreement can only be settled by the Dutch competent court.
14.3 If the Client fails to comply with the obligations resulting from the agreement, Promoir is authorised to fully claim the payment from the Client in respect of the costs Promoir has to make in order to ensure the Client’s compliance with the agreement and/or to collect its invoices. These costs explicitly include the extra-judicial costs, but also the full cost of the legal proceedings.