User license agreement for the BookingFor® platform
This Agreement (hereafter referred to as “Agreement” for the sake of brevity) is drawn up in Italy between IPERTRADE S.R.L., (hereafter referred to as “Ipertrade”), Fiscal Code and VAT No. 03454680285, with legally registered office in Via del Progresso 30, 35127 Padova (PD), in the person of its pro tempore legal representative and the Customer (together referred to as the “Parties”), identified by the data entered in the customer master record, who/which by means of their/its Legal Representative or a proxy authorised at the time of entering into this agreement to act in the name and on behalf of the subject they represent, enters into this Agreement (hereafter referred to as the “Customer”)
- Ipertrade is a company specialised in the field of digital marketing and digital communication;
- Ipertrade has developed and designed a digital online platform accessible via the Internet network in “Software As A Service” mode (the BookingFor® Platform), which enables users to manage merchants, resources and the relative bookings for tourism products and online communications in general through the use of various messaging channels (Web, Email, Text, Social Media);
- The BookingFor® platform is a tool intended for professional users and the Customer undertakes to use it exclusively in connection with their professional activity and requirements associated with the same.
Based on the above recitals, the Parties hereby agree and stipulate the following non-exclusive User License Agreement for the BookingFor® platform.
User License Agreement
Section 1. Definitions.
The meanings attributed to terms and expressions referred to in this Agreement are indicated here below:
ACTIVATION DATE: the date, communicated to the Customer by Ipertrade, when the console was activated following to receipt of a remote online order (e-commerce), through an Internet connection;
INTELLECTUAL PROPERTY: the expression “Intellectual Property” refers to any intellectual property regulated, on a case by case basis, under laws governing patents, semiconductor chip protection, copyrights, trade secrets, trademarks and any other intellectual property rights, registered and unregistered, as well as any applications, renewals, extensions, reintroductions and reinstatements, currently in force or that may be enforced in the future, all over the world.
CONSOLE: shall mean the web control panel for BookingFor services;
PROVIDER: IPERTRADE SRL
USER: the party using BookingFor services
ACCOUNT: this is a combination of an email and password employed by a user to access BookingFor services and their profile.
ADMINISTRATOR ACCOUNT: this is the CUSTOMER’S ACCOUNT. This account manages all of the subscriptions, consults BookingFor invoices, manages payments and creates DELEGATED ADMINISTRATOR ACCOUNTS.
DELEGATED ADMINISTRATOR ACCOUNT: manages one or more subscriptions assigned by the ADMINISTRATOR ACCOUNT and does not have the power to create DELEGATED ADMINISTRATOR ACCOUNTS.
MULTIMERCHANT: shall mean Trade Associations, Tour Operators and in general parties that manage more than one MERCHANT.
MULTIMERCHANT ACCOUNT: shall mean the account of a MULTIMERCHANT.
MERCHANT: shall mean tourist facilities in general, such as Hotels, Holiday property agents, Estate agents, Holiday resorts, Campsites, etc.... and in more general terms, retailers.
MERCHANT ACCOUNT: shall mean the account of a MERCHANT. This account manages the MERCHANT and their respective RESOURCES, bookings and communications.
CONTACT: shall mean a person who purchases a holiday in a RESOURCE, also referred to as a GUEST, or sends a request for a property for sale.
RESOURCE: shall mean the room, apartment, chalet, tent, etc. The term Resources per Merchant means the resources that are associated with each individual tourist facility.
BOOKING: It is a single booking paid by credit card or using the “PAY LATER” option guaranteed by a credit card, irrespective of the number of people or services included (all of our price plans foresee a cost of €0.45 per transaction).
BOOKINGFOR REQ: It is a single VALID request created by the system. A valid request is defined as a request complete with details of the merchant, name, surname, e-mail address, resource/s, period of stay and number of people (some fields are not required in the event of the sale of property resources). Every request is unique and is not spammed to all merchants (Administrators should not enable scalar request).
Section 2: Conditions of Use of the platform
2.1 – Platform User License. Ipertrade, in compliance with the terms and conditions of this Agreement, agrees to provide the Customer with a non-exclusive, limited User License for the BookingFor® platform, thus allowing the Customer to open subscriptions directly, for the creation of Online Booking portals consisting of one or more merchants and their relative resources, allowing them to make use of the entire booking management process in intermediate or disintermediate mode, send communications by email or through other messaging channels and use the associated analysis functions, through an SAAS (Software – as – a – Service) application made available on the Internet. The Customer is aware and expressly accepts that the BookingFor® Platform is a tool intended for professional users and consequently that this Agreement is not governed by consumer contract law. The Customer will have at their disposal a free trial period of 21 days (Trial), during which they may test the functions offered by the BookingFor® Platform and may exercise the right to withdraw at any time, without any obligation or cost. In using the BookingFor® Platform the Customer undertakes to observe the instructions for use defined by Ipertrade based on indications derived from laws, regulations, provisions from authorities or self-regulatory codes in force in the countries of origin and destination of the messages, or those about to be implemented to which Ipertrade intends to comply. It is understood that the processing of data connected with use of the platform will in any case be performed in compliance with the laws in force, provided that the Customer takes on the role of Data Controller and Ipertrade, making use of its organisation for such purpose, takes on the role of Data Processor, as defined in more detail in Point 2.3 below. Due to the nature and operation of the BookingFor® Platform, the Parties acknowledge that, pursuant to and within the limits of that set forth in this Agreement, the Customer will directly and independently manage the IT tools made available by Ipertrade. The same Customer, under their sole responsibility, will manage the bookings and relative data and manage the transactions and messages sent via the BookingFor® Platform and, in the capacity of Data Controller, will manage any data belonging to recipients of the bookings and messages in general.
2.3 – Ownership of personal details and messages and obligations of the Parties. The contents of bookings and messages sent by the Customer and the personal details (database) concerning recipients of the bookings and communications are the exclusive property of the Customer and Ipertrade undertakes not to use the same for purposes other than those required for performance of the Agreement. In particular, Ipertrade undertakes not to: sell or place at the disposal of third parties the personal details, in whole or in part, temporarily or permanently; use the same for any purpose with the exclusion of statistical purposes or to improve the BookingFor® Platform; keep copies of the same, barring those that are indispensable for the operation of the BookingFor® Platform and pursuant to the legislation in force. Ipertrade will process any data needed to manage the bookings and send messages to the Customer’s recipients in the sole capacity of External Data Processor. For this purpose, the Customer hereby appoints Ipertrade as the Data Processor; upon signing this Agreement, Ipertrade accepts the appointment, in as much as it possesses the technical ability to perform said role, but only and exclusively in relation to the IT management of the Customer’s databases, excluding any liability for their content and the Customer’s use of the same. It is also acknowledged that in order to perform activities deemed fundamental to the Customer’s enjoyment of the BookingFor® Platform, Ipertrade may use the organisational structure normally used for performance of its data processing activities. On this point, note that the processor may also use their own processors, both internal and external, as well as their own personnel in charge of processing the data, who operate within the operating structure of the appointed processor, even in relation to data that Ipertrade processes on behalf of third parties.
Within the scope of its data processing activities, Ipertrade undertakes to comply with the following instructions received from the Customer in the capacity of data controller:
- make use, wherever possible, of computerised and/or telematic tools with a CPU allocated within the European Union to avoid bureaucratic requirements related to European cross-border data flow, adopting principles strictly connected with the purpose of the tasks that Ipertrade is obliged to perform for the Customer and in strict compliance with the relevant regulations in force, including those concerning data security;
- adopt the required minimum security measures in line with the provisions of the Privacy Code in force;
- observe the general security measures set forth in the code mentioned above and in particular in the Technical specifications concerning minimum security measures;
- if required for the purpose of the execution of this Agreement, engage personnel who will act as Data Processors or those in charge of processing the data and will therefore be expected to use any data that they acquire knowledge of during the course of their activity exclusively for the purpose of the execution of this Agreement and not to process the data for any purpose not expressly authorised by the Customer in the capacity of data controller.
Ipertrade’s role as Data Processor is regulated by the following criteria, which the processor agrees to comply with:
- Ipertrade guarantees that it will process personal data controlled by the Customer exclusively for the purpose of fulfilling the contractual obligations set forth in this Agreement. In particular, Ipertrade guarantees that it will not transmit or disclose said data, nor will it make it available, directly or indirectly, to third parties, barring situations in which it may be required to do so in order to fulfil legal obligations or those set forth in this Agreement.
- Ipertrade undertakes to provide the Customer with all of the information and cooperation needed by the latter to fulfil the obligations set forth in Legislative Decree 196/2003, including the regulations in Annex B (Technical specifications concerning minimum security measures).
- Ipertrade guarantees that the personal data and processing that Ipertrade is responsible for in the capacity of Data Processor will be protected in compliance with the obligations set forth in Articles 31, 33, 34 and 35 of Legislative Decree 196/2003. In particular, Ipertrade guarantees that personal data processed will be safeguarded and monitored, including in relation to knowledge acquired on the basis of technical progress, the nature of the data and the specific characteristics of the processing, in order to reduce to a minimum, through the adoption of appropriate and preventive security measures, the risk of loss or destruction, even accidental, of said data, of unauthorised access to the same or processing that is unauthorised or does not comply with the purposes for which the data was collected. In addition, pursuant to Article 25 of the Technical specifications concerning minimum security measures, Ipertrade declares that its organisation and IT system comply with the provisions of said technical specifications.
- Ipertrade will proceed in processing the data in compliance with the instructions received from the Customer, who will have the right to monitor its compliance with the legal and contractual provisions, even by means of regular audits agreed in advance with the appointed manager. In this regard, Ipertrade will provide its personnel with written copies of the instructions and procedures needed to comply with the law and the Agreement.
- Ipertrade’s appointment as Data Processor will remain valid for the duration of this Agreement and will cease upon termination of the Agreement, for whatever reason that may occur.
- Upon termination of this contractual relationship, the Customer’s personal data and copies of the same will be permanently deleted from Ipertrade’s IT system (including any hard copies held), subject to any legal obligations, in accordance with that set forth below in Article 2.7 of this Agreement.
2.4 – Consent from recipients of the messages. The Customer expressly declares to be aware that an essential requirement for use of the BookingFor® Platform for sending messages in automated mode is obtaining consent to receipt of the same from the intended recipients. Consent is required from both recipients of messages sent by email and recipients of text messages. Said consent must comply with the requirements set forth by the legislation in force and must therefore be prior, express, free, informed and refer to specific services. This constitutes an essential obligation of the Customer. Ipertrade reserves the right to terminate the Agreement pursuant to Article 7.7 of this Agreement in the event of failure to comply with this essential requirement, even on a single occasion.
The Customer declares to be aware that the following are expressly prohibited:
- the use and/or purchase and/or hire of mailing lists from external suppliers, even in the event that consent has been obtained by third parties, and it is also prohibited to send messages to recipients sourced from public lists or lists published on the Internet;
- the use of mailing lists obtained by means of co-registration and/or data sharing (including, but not limited to, "passive co-registration", "list broking", "list rental", "affiliate email marketing") and any other similar case in which consent is not obtained directly by the Customer and/or the consent obtained does not refer to a specific purpose;
- the use of functions such as SMTP+, SMTP Relay, Fast Email, Instant SMTP, WebService/API for sending bulk messages with commercial/marketing/promotional content supplied by third parties, or DEM, EDM, direct emailing and direct email marketing;
- sending material that falls within one of the following categories: (a) material that is obscene or promotes paedophilia; (b) material that is offensive or of immoral purpose; (c) material having purposes against the interest of public order; (d) material that is harmful to the rights of third parties; (e) material protected by copyright (e.g. books and/or publications or parts of the same or such like); (f) material held illegally (e.g. pirate software, unauthorised copies, etc.); (g) information or databases in contrast to current legislation in the country of receipt and/or origin of the messages or in any case in contrast to Italian legislation; (h) material that incites violence or hatred; (i) material that sells or promotes goods or services that are illegal in the country of receipt and/or origin of the messages or in any case in contrast to Italian legislation; (j) material that introduces viruses, Trojans or other software that is deemed damaging and illegal; (k) material deemed dubious at the sole discretion of Ipertrade.
In all of the above cases, Ipertrade reserves the right to immediately and, if necessary, permanently block access to and use of the BookingFor® Platform and declare the Agreement legally terminated due to breach of Article 7.7 of this Agreement.
Ipertrade may, at any time, even in advance and with effect from the free trial period (Trial), exercise the right to suspend the sending of messages via the BookingFor® Platform and ask the Customer to provide documentation proving the existence and conformity of the recipients’ consent to the receipt of messages sent via the BookingFor® Platform, given in compliance with the terms described above. The CUSTOMER will have 10 (ten) calendar days to provide the information requested, with effect from the date of receipt of the notice sent by the abuse prevention service. In the event that the Customer refuses to supply the documentation requested within the time frame defined above, or if the same is absent, not compliant with the requirements or incomplete, for any cause or reason, Ipertrade reserves the incontestable right to permanently block access to the Console and declare the Agreement legally terminated due to breach of Article 7.7 of this Agreement. In this case, Ipertrade will not in any way be held liable, nor will it be required to pay any compensation and/or reimbursement for services not used; Ipertrade reserves the right to charge the Customer the amount of Euro 1,500.00 (one thousand five hundred/00 euro) by way of penalty, without prejudice to the right to compensation for any further damages of any nature, directly or indirectly determined by the use of addresses devoid of the requirements set forth in the reglations in force and this Agreement.
The Customer undertakes to provide a working link in every message sent using the BookingFor® Platform that will allow recipients to access all of the information needed to unsubscribe from the service and remove them from the mailing list for future emails. Said cancellation link must be clearly visible, recognisable and legible. Cancellation must be automatic, completed in no more than two clicks and must not require the recipient to enter a password or send an email. Unsubscription requests must be processed by the Customer within 3 (three) days of receiving the request. Ipertrade reserves the right to verify compliance with this term, within which time the Customer must delete the recipient from the mailing lists contained in the database of the BookingFor® Platform.
The Customer also declares to be aware and accept that they are solely responsible for obtaining consent from the recipients of the messages. When obtaining said consent, the Customer must inform recipients that it may use support provided by third parties such as the BookingFor® Platform when sending communications. In addition, the Customer is exclusively responsible for informing recipients, before using the BookingFor® Platform, that – with reference to email communications – statistical tracking systems may be used that can detect whether a message has been opened and data concerning clicks on links (hyperlinks contained in the email), identifying in particular the number and time of clicks (in accordance with the technical specifications that can be derived from that specified in the document available for consultation on the following web page: http://www.bookingfor.com/en/privacy-policy).
Ipertrade is therefore released and will be fully indemnified and held harmless by the Customer from all liability deriving from methods adopted by the Customer for the entry of data in databases placed at their disposal for use of the BookingFor® Platform, as well as methods of obtaining consent for the use of such tools. To guarantee a high-quality message sending service and offer Customers every tool that can be used to prevent the sending of unwanted messages, Ipertrade may automatically exclude from the list of recipients entered in the BookingFor® Platform any email addresses with relative personal and booking data that is non-existent or incorrect, recipients who have expressed a desire not to receive communications from the Customer, recipients for whom individual merchants have expressed a desire not to receive communications, highlighting bookings from the recipients as SPAM and other recipients to whom any act of contact for commercial purposes would not comply with SPAM prevention criteria and could potentially damage Ipertrade’s commercial image, even taking into account best practices recognised by operators within the industry.
2.5 – Information about the sender. The Customer undertakes to include a clearly visible "about us" section in every email sent, in the body of the text or in the form of a direct link. Said section must include the following information:
- details (name and surname) and address of the sender if it is a physical person; in the case of a company, body or association, in addition to the name (e.g. company name) and legally registered address, other details must be included, namely the legal status, indication of the national inland revenue register, register of companies or other professional association/trade register of equal category with the relative registration/membership number;
- contact details, including at least a valid phone number or a contact form in electronic format, as well as an email address;
- if available, a number identifying the party for the purposes of Value Added Tax, such as a VAT number or other equivalent tax code.
2.6 – Additional functions and interoperability. The BookingFor® Platform places functions, tools and applications that can be integrated with external software (“API” or “interoperability functions”) at the disposal of the Customer, as defined in the “BookingFor® API” documentation available for consultation via the link http://www.bookingfor.com/en/other/developer. The Customer can use the APIs to create customised integrations between the BookingFor® Platform and third party applications to facilitate automatisms for updating data. The Customer has sole responsibility for use of the interoperability functions and undertakes to use them with appropriate tools and in compliance with the contents of this Agreement. The use, through the BookingFor® Platform, of functions made available by third parties may be subject to acceptance of the contractual conditions of said third parties.
2.7 – Method of cancellation of Customer’s data. Ipertrade will have the right to cancel data stored on behalf of the Customer in the BookingFor® Platform, including any remaining credit as specified in Article 7.1, 10 (ten) days after the date of expiry or termination of the Agreement for any means. The Customer is free to consult and download said data within the terms indicated above using the normal functions offered by the BookingFor® Platform. In the event of suspended access to the Console due to administrative irregularities (see Art. 4.2), the Customer will only be allowed access after removing the cause of said suspension. Without prejudice to said right to cancel the data, longer storage periods may be dictated by needs other than those specified in this Agreement, in particular in the event of investigations by the Judiciary Police or enforcement agencies.
2.8 – Customer support. Ipertrade undertakes, in a way that is purely ancillary and instrumental to enjoyment of the BookingFor® Platform, to provide the Customer with technical support for questions connected with correct use of the BookingFor® Platform, in compliance with that set forth in Section 5 – Minimum functionality guarantee.
Section 3. Property and trademarks; third party licensees.
3.1 – Ownership of the BookingFor® Platform. Ipertrade is the sole and exclusive owner of all the rights to and interests in the BookingFor® Platform and any Intellectual Property connected with it, including any developments. BookingFor® is a registered trademark. The website, the BookingFor® Platform and the information contained therein, with the sole exception of that specified in Article 2.3, are the property of Ipertrade. Unauthorised copies and distribution in violation of Intellectual Property rights is prohibited.
3.2 – “Powered by BookingFor®” wording and logo. The Customer acknowledges and, barring any other express agreement made between the Parties, accepts that Ipertrade may include wording and/or a logo concerning the BookingFor® Platform together with a link to one of the BookingFor® websites. You will not, and will not permit anyone else to, without Ipertrade’s prior written permission remove any watermarks, labels or other legal or proprietary notices included in the Platform BookingFor® and add-ons bookingFor (www.bookingfor.com/add-ons)
The Customer’s appointment of Ipertrade as External Data Processor, pursuant to Article 2.3, also applies to any data processing that may take place in relation to contractual agreements in place with the Customer’s sublicensee customers. The same sublicensee customers are responsible for nominating sales staff as the external data processors for said data processing, or rather identifying appropriate organisational methods aimed at guaranteeing the security of the data processed. In any case, the Customer undertakes to indemnify and hold harmless Ipertrade from any prejudice that the latter may suffer due to the conduct of and any breaches or violations that may be committed by the sublicensees, withdrawing Consoles activated from the retailers’ panel in accordance with the terms of this Agreement.
Section 4. Financial terms and duration of the Agreement.
The cancellation of fees related to optional features (such as “Easyconnect”) must be notified in the same manner specified above (by registered letter with return receipt, certified email message or using the relative section set aside in the dedicated area) and always before the date of expiry.
4.2 – Consideration, invoicing and payments. The Customer undertakes to pay a periodic fee and/or a one-off consideration, within the times and in accordance with the methods specified in the online order if the purchase was completed remotely using the e-commerce website, for the availability and use of the BookingFor® Platform, as well as the availability and performance of ancillary and instrumental services set forth in this Agreement and for the use of any further options offered by the BookingFor® Platform, with the exception of use of the initial free trial period (so called Trial). This is without prejudice to that set forth in Articles 7.1 and 7.2 below. The payment may be made by direct bank transfer, PayPal or credit card, subject to collection. In the event that the Customer does not pay the fee as agreed above, Ipertrade may, at its sole discretion and at any time, subject to communication via the Console, disable the management function for all of the subscriptions or consoles assigned to the Customer. In the event that the Customer does not pay the balance of the amount agreed within 10 (ten) calendar days, Ipertrade will have the right to block the Customer’s access to the Console and/or declare the Agreement legally terminated pursuant to Article 7.7 of this Agreement and subsequently delete all of the data present, without prejudice to Ipertrade’s right to demand payment of the full fee pursuant to the Agreement. Payment of all of the amounts due to Ipertrade in accordance with this Agreement may not be delayed or suspended for any reason, even in the event of pending disputes. It is understood – even in derogation to Article 1460 of the Civil Code – that the Customer may only assert their rights through separate proceedings and only after complete fulfilment of their obligation to pay the fee. In the event of payment by credit card or PayPal, the recurring payment method will be activated. This entails automatic preauthorised debit, on the date of renewal, of the amount due for use of the BookingFor® Platform and the options already activated, for a period of equal duration, barring notice of cancellation, which the Customer may submit by means of express communication in compliance with the methods and times set forth in Point 4.1. If the preauthorised payment on automatic renewal of the Agreement should fail to go through for any reason (such as, but not limited to, expired credit card or insufficient funds available), the management functions will be blocked immediately and a message concerning the failed payment will be sent to the Console and the Administrative Contacts appointed by the Customer to receive administrative information. In the event that 10 (ten) calendar days pass and the Customer has still not made the payment, Ipertrade will have the right to block access to the Console and/or declare the Agreement legally terminated pursuant to Article 7.7 of the Agreement and proceed with cancelling the Customer’s data, without prejudice to Ipertrade’s right to receive and/or permanently withhold fees for the full contractual period. The Parties declare and acknowledge that interest for late payment pursuant to Legislative Decree No. 231 dated 9th October 2002 and subsequent amendments will be due in the event of delays in payment of the above-mentioned fee. The fee for the BookingFor® Platform and the relative options, ancillary and support services may be subject to monthly variations, which will come into effect from the date of subsequent renewal. In the event of an increase, Ipertrade will inform the Customer of said increase at least 10 (ten) days before the scheduled date of expiry, by sending a message to the Console or by sending a message to the email address provided by the Customer for the receipt of administrative information as specified in the Administrative Contacts section of the Console. The new fees will be applied from the date of renewal of the Agreement and will remain unchanged for at least the duration of the next contractual period. If the Customer does not intend to accept the new fees, they must issue a notice of cancellation pursuant to Article 4.1 in accordance with the terms and methods specified; failure to cancel within the terms of this Agreement, will be taken as the Customer’s unconditional acceptance of the new fees, which will therefore be legitimately applied on the date of renewal.
4.3 – Console Space. Use of the Console Space by the Customer is strictly limited to purposes connected with management of the subscriptions through the BookingFor® Platform, use of the same for management of the merchants and relative bookings and sending messages in other formats (text and social media) pursuant to this Agreement, therefore the Console Space is to be used exclusively for uploading files in relation to said functions. The Customer expressly accepts this principle and therefore undertakes to desist from using it for other purposes or in any other manner. The images and/or data and/or documents uploaded can only be recalled using BookingFor add-ons (www.bookingfor.com/en/add-ons), from messages sent or from the web version of said messages. The space available is free to use and unlimited. In any case, single files (images, documents, etc.) that exceed 5 MB (five megabytes) in size may not be uploaded, whether they are directly linked to or recalled from the BookingFor add-ons (www.bookingfor.com/en/add-ons) or from links included in messages sent using the BookingFor® Platform. Ipertrade reserves the right to check, at any time and without prior notice, that files saved in the Console space comply with that defined in this article. In the event that said files are found to be unconnected with the management of subscriptions through the BookingFor® Platform or use of the same for the management of merchants and the relative bookings, with messages sent via the BookingFor® Platform, or if said messages exceed the maximum size permitted or they fall within one of the cases listed in Article 2.4, Point iv, from letter (a) to (k), Ipertrade may delete the same without prior notice to the Customer. Traffic generated by a file uploaded to the Console and directly attached to or that can be recalled from the BookingFor add-ons (www.bookingfor.com/en/add-ons) or from links included in a message, may not, under any circumstances, exceed the following limit: number of message recipients multiplied by the size of the file multiplied by ten (for example, message sent to 1,000 recipients containing a link to a file of 0.5 MB; the connected file may generate traffic up to a maximum of 0.5 * 1,000 * 10, that is to say 5,000 MB). In excess of said limit, Ipertrade, at its sole discretion, may slow down or limit access to the file, or delete the file from the Console, without prior notice to the Customer.
Section 5. Minimum functionality guarantee
5.1 – Availability of the BookingFor® Platform. With this Agreement, Ipertrade undertakes to ensure that the BookingFor® Platform offers an up-time availability of 99%, 24 hours a day and 365 days a year. The Parties acknowledge that Ipertrade may not be held liable if the BookingFor® Platform is made unavailable due to facts and circumstances attributed to the Customer or to parties for whose conduct the Customer may be held responsible, such as but not limited to, the availability of an appropriate Internet network at the Customer’s premises and issues connected with the hardware, software and internal network within the Customer’s organisation. Determination of the guaranteed minimum functionality level excludes routine maintenance activities, for which the Customer will be given advance warning of at least 2 (two) calendar days and non-routine maintenance, for which the Customer will be given advance warning that may be of less than 4 (four) hours. During holidays and weekends and from 0.00 to 6.00 (Italy UTC+1) on weekdays, occasional interruptions to the service may be required to perform maintenance work on the program. Such periods will not count towards determination of the guaranteed minimum functionality level and Ipertrade excludes all liability for the same.
5.2 – Customer support. Ipertrade undertakes to provide the best customer support possible, whilst keeping the service at an accessible price level. All of our subscription plans include support. Extra support is available at an extra cost if it is not included as part of a price plan chosen by the Customer. It is important to choose a price plan that meets the Customer’s expectations in terms of support and takes into account the complexity of their business.
Ipertrade reserves the right to withhold support, or to charge the Customer for excessive requests that are not consistent with the type of subscription purchased, excessively complex configurations or requests that fall outside the field of application and knowledge of our support staff in general.
Our community support forum is available for members and trial accounts to post questions related to BookingFor and find the answers needed. Use of the forum to solicit other members, advertise or publish messages outside of the general scope of our Service is prohibited. On an instrumental and ancillary basis, to ensure the correct use and full functionality of the BookingFor® Platform, Ipertrade undertakes to provide technical support for issues raised in connection with correct use of the BookingFor® Platform from Monday to Friday during office hours (09.00-18.00), excluding holidays and weekends, in accordance with one of the methods described in the following link http://www.bookingfor.com/en/support-plan and selected by the Customer.
5.3 – List of contacts authorised to request support. Technical support by email, as described in the previous Point 5.2, will be provided by Ipertrade exclusively to contacts (Email addresses) provided previously by the Customer in the list of Administrative Contacts selected to receive technical information in the appropriate section of the BookingFor® Platform. The Customer is solely responsible for keeping said list up to date. Ipertrade will not be held liable in any way for technical support supplied following to the Customer’s incorrect or careless compilation of the list of Administrative Contacts authorised to send support requests, or in the event that said list is not kept up to date.
Section 6. Declarations, guarantees, responsibilities and limitations.
6.1 – Guarantee of correctness of the Customer’s information. The Customer hereby declares and guarantees:
(i) that all of the information provided to Ipertrade by the Customer is complete, correct and up to date, including data entered in the specific “Management” menu and in particular in the Administrative Contacts section, available within the BookingFor® Platform;
6.2 – Responsibilities for the information published. Taking into account the nature and characteristics of the BookingFor® Platform and its operation, the Customer, including in the capacity of Data Processor for their own subscribers, merchants, employees and sales or support staff pursuant to Articles 1228 and/or 2049 of the Civil Code, undertakes to fully indemnify and hold harmless Ipertrade in the event that the latter receives a request or demand, directly or jointly, in or out of court, for sums of money, by way of - for example but not limited to - damages, compensation or fines (criminal, administrative, tax or otherwise) in relation to the contents of messages and information passing through or transmitted using the BookingFor® Platform, the legitimacy of the same as well as the conduct of the Customer, personnel, employees and staff working for the latter and their subscribers, merchants, final clients, or any party whose actions the Customer is obliged to answer for within the terms of the law or this Agreement. Civil and criminal responsibility concerning information published using the service offered by Ipertrade remains the sole responsibility of the Customer.
6.3 – Responsibility for non-fulfilment of the Customer’s obligations. The Customer undertakes to fully indemnify and hold harmless Ipertrade from all damages, losses, liabilities, costs, fees and expenses, including any legal expenses, which may be suffered or incurred by Ipertrade or that the same may be requested to pay, and would not have been suffered, incurred or requested if (i) the Customer had fulfilled the obligations undertaken upon signing this Agreement and (ii) the declarations and guarantees given by the Customer when they entered into this Agreement had been true, correct, complete and not misleading. The Customer undertakes to fully indemnify and hold harmless Ipertrade from all damages, losses, liabilities, costs, fees and expenses, including any legal expenses, that may be suffered or incurred by Ipertrade or that the same may be requested to pay, in any way connected with management of the bookings (BookingFor Requests and Bookings), information contained in the Merchant and Resource records and information contained in the Customer’s messages, even in the event of compensation for damages claimed by third parties for any reason.
6.4 – Responsibility for use of the platform. The Customer acknowledges and agrees that use of the BookingFor® Platform will take place, in compliance with this Agreement, in full autonomy and as a result the Customer will be solely and exclusively responsible for said use. The Customer undertakes to inform its employees and all those who will be granted access to the BookingFor® Platform in the capacity of their relationship with the Customer, of the commitment to comply with the obligations deriving from this Agreement, obtaining their agreement to comply with the same, ensuring that they are aware of them and doing everything possible to ensure that said obligations are duly observed. Ipertrade and its employees and/or staff will not be held liable with regard to the Customer’s use of the BookingFor® Platform and, to that end, the Customer undertakes, expressly relieving third party beneficiaries from the onus of declaring their intention to benefit from it, to irrevocably and fully indemnify and hold harmless Ipertrade and its employees and staff from any damage or prejudice, both in contract and in tort, that may derive, directly or indirectly, from the manner in which the BookingFor® Platform is used and execution of this Agreement by the Customer. Said provisions will remain valid and effective even after termination of the effects of this Agreement, for any reason, including expiry of the terms, termination or withdrawal.
6.5 – Non-fulfilment due to external events. Ipertrade will not be held liable in any way for malfunction of the BookingFor® Platform, or in the event that ancillary services are impossible or difficult to perform, due to issues for which the providers of phone and power lines and of national and international networks are responsible, including but not limited to, faults, overloads, interruptions in service, etc.
6.6 – Force majeure. Ipertrade will not be held liable in any way for non-execution of this Agreement deriving from causes outside of its reasonable control or causes of force majeure or unforeseeable circumstances, such as, by way of example but not limited to, civil commotion, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fire, landslides and mudslides.
6.7 – Interruptions caused by exceptional events. Ipertrade undertakes to maintain the BookingFor® Platform in efficient working order; in the event that it is forced to interrupt the service due to exceptional events or for maintenance, it will reduce said interruptions or suspensions to the shortest amount of time possible, keeping the customer updated through the Console in a timely manner. Ipertrade will define appropriate access procedures and reserves the right to improve them at any time; it will also provide the Customer, at their request, with all of the technical specifications needed to access the BookingFor® Platform and use it correctly in accordance with that set forth in this Agreement.
6.8 – Non-fulfilment caused by third parties. Ipertrade will also not be held liable for the conduct or omissions of third parties that may affect the operation of the BookingFor® Platform, including but not limited to, slow speed or outage of the phone lines and computers that manage the telematic traffic between the Customer and the BookingFor® Platform.
In the event that the Customer uses the BookingFor® Platform functions placed at the disposal of third parties, including network service providers, the following provisions will apply: Ipertrade allows access to said functions on the basis that they are subject to the terms, conditions and limitations imposed by the relative providers and that Ipertrade will in no way be held liable for incorrect or non-operation of the same. In the event that third parties change, suspend or interrupt the supply of said functions, Ipertrade may as a result change, suspend or interrupt access to said services without prior notice. In addition, Ipertrade will have the right to suspend use of the BookingFor® Platform that is directly dependent on services offered by said third parties. The above is without prejudice to Ipertrade’s right, wherever necessary, to use different providers in order to guarantee the functionality of the BookingFor® Platform. To this end, the Customer authorises Ipertrade to provide said third parties with all of the information needed.
6.10 – Sending messages and data in general. Data in general, such as but not limited to, data related to bookings or payments and messages are deemed sent when they are sent through the BookingFor® Platform to the destination set up in the Console, including, by way of example but not limited to, mobile telecommunication networks or all intermediary servers or third party service provider APIs or SMTP servers. The Customer acknowledges and accepts that third party providers may interrupt services provided to Ipertrade or its providers without prior notice. In this case, messages and data in general would not be delivered to their destination and this would not be attributable to Ipertrade in any way. Confirmation of receipt of the data and messages is available but not guaranteed: when provided by the service provider or mobile telecommunications operator it will be displayed on the Console. The Customer acknowledges that sending any type of communication, due to the intrinsic technical characteristics, should not be used for cases in which failure to receive data or a message, in full and/or within a certain time frame, is likely to cause damage to the Customer or third parties. Ipertrade does not guarantee delivery of the communications and constant functionality of the BookingFor® Platform and, in the event of delayed and/or non-delivery or receipt or in the absence of confirmation of receipt, it will not be held liable in any way, directly or indirectly, towards the Customer and/or towards third parties. Ipertrade also reserves the right to exclude recipients or groups of recipients from the transmittal in the event that the same could individually or as a whole compromise the quality of the transmittal.
6.11 – Limitation of liability. Without prejudice to cases of wilful misconduct or gross negligence, Ipertrade’s liability for non-fulfilment pursuant to this Agreement may not in any case exceed an amount equal to 20% of the fee paid to Ipertrade by the Customer during the period between the date of the last renewal/expiry of the Console, or the activation date if no subsequent renewal/expiry date has occurred, and the date on which, during the period in which the Agreement was in force, the damage first occurred, calculating the above-mentioned periodic fee proportionately to the period mentioned above, up to a maximum of six months.
7.1 – Aggregate data. As established between the Parties, Ipertrade holds all rights to use the statistical information, data and relative analyses in aggregate form deriving from use of the BookingFor® Platform by its Customers. Said data in aggregate form shall not include personal data and the Customer expressly authorises Ipertrade to use the same to improve functionality of the BookingFor® Platform or for the purpose of statistical information, again published in aggregate form.
7.2 – Advertising. The Customer authorises Ipertrade to use their name and logo in presentations, marketing material, customer lists, financial reports, etc. Without prejudice to that set forth in the above Articles 3.1 and 3.2 of this Agreement, the Customer’s use of the logo, brand name or any other distinctive sign related to the BookingFor® Platform shall be subject to written authorisation from Ipertrade following to prior written request from the Customer.
7.3 – Free trial. BookingFor® may offer new Customers a free trial period for the BookingFor® Platform. Said trial period is intended to be used solely for the purpose of testing the functions and during the trial period the Customer shall be able to receive actual bookings, exchange data and send messages to their own addresses. The same Customer may not activate more than 2 (two) trial Consoles. There is no charge for the trial period. The free trial Console will be deleted automatically after 60 (sixty) days from the date of expiry. At the end of the trial period, if the Customer expressly confirms their intention to use the BookingFor® Platform, they will be obliged to pay the advance periodic fee in accordance with the contractual form to which they choose to subscribe. Access to the BookingFor® Platform may be suspended until payment has been received. Costs or fees related to any additional ancillary services related to the BookingFor® Platform that may have been purchased by the Customer will also be debited.
7.4 – Assignment of Contract. Ipertrade will have the right to assign or in any case transfer the rights and obligations contained in this Agreement to third parties; the Customer undertakes to inform their customers of said possibility when obtaining their consent to personal data processing. The Customer will have the right to assign and in any case transfer the rights and obligations deriving from this Agreement, subject to written consent from Ipertrade, which can be obtained by filling in the specific document available in the Console and sending it to Ipertrade, duly signed and completed. In any case, in accordance with that set forth in Article 1408 of the Civil Code, Ipertrade declares in advance that an assignor (Customer) shall not be released from their obligations and that the former retains the right to take action against the latter if the assignee does not fulfil the obligations undertaken. In the event that the Customer does not fulfil the obligations set forth in this Article 7.4, Ipertrade may, at their sole discretion:
(i) legally terminate the Agreement without obligation to reimburse the Customer in any way for any unused service, pursuant to Article 7.7;
(ii) demand payment of the sum of €150.00 to cover administrative expenses incurred for managing the termination procedure.
7.5 – Methods of processing the Customer’s data. For all intents and purposes, without prejudice to the fact that, in accordance with the regulations in force, personal data is defined as any information related exclusively to a physical person, the Customer acknowledges that Ipertrade will process data (including data related to those appointed by the Customer to manage the relationship with Ipertrade), pursuant to Regulation (EU) 2016/679, the legislation in force and, in accordance with that specified in the policy pursuant to Article 13 of Legislative Decree 196/03 (which can be consulted at http://www.bookingfor.com/en/privacy-policy), without the need to obtain express consent from the Customer (pursuant to Article 23 of Legislative Decree 196/03) because, inter alia, said data must be processed in order to execute an Agreement entered into by the Customer, only and exclusively for the performance of services described in this Agreement.
7.7 – Express termination clause. This Agreement will be deemed automatically terminated under Article 1456 of the Civil Code, by means of written notice, which may be sent by email and/or by certified email, in the event of non-fulfilment of the essential obligations set forth in Articles 2.4 – Consent from recipients of the messages, 4.2 – Consideration, invoicing and payments, 7.4 – Assignment of contract and if the Customer is placed in liquidation or subject to bankruptcy proceedings. Termination of the Agreement, as a result of the situations described above, will have legal effect from the time in which the Customer receives notice from Ipertrade that it wishes to exercise the express termination clause. The above is without prejudice to Ipertrade’s right to demand payment of the fee for the entire period agreed and/or withhold it in full even in the event it has not been used in full.
7.8 – Validity of the contractual clauses. The clauses of this Agreement are deemed in force and accepted in full by the Customer even in the case of free and/or temporary use of the functions provided by Ipertrade for any reason.
7.9 – Tax charges. The Customer is responsible for any tax charges deriving from execution of the Agreement, including any taxes due for advertising activities.
7.10 – Applicable law and place of jurisdiction. The Agreement is regulated and interpreted in accordance with Italian law and the Parties expressly agree that any dispute concerning the validity, effectiveness, interpretation and execution of this Agreement will be subject to the exclusive jurisdiction of the Court of Padua.
7.11 – Final clauses. This Agreement, of which all of the attachments indicated form an integral and substantive part, cancels and replaces any agreement, understanding and/or negotiation, written or spoken, that may have previously existed between the Parties concerning the subject matter of this Agreement.
The fact that one of the Parties fails to promptly exercise the rights granted to them by one or more of the clauses set forth in this Agreement, may never be taken as a general or tacit waiver of the rights and duties established in the clauses, nor will it prevent said party from subsequently demanding strict and prompt compliance with each and every contractual clause.
If one or more of the clauses set forth in this Agreement is declared void or ineffective by the relevant jurisdictional authority, the rest of the Agreement will remain valid between the Parties, unless said clause constituted a deciding factor in the termination of this Agreement.