Snapshot GmbH Terms & Conditions
1. License of Service. SnapShot grants to Customer for use by Customer (and the hotels listed in Attachment A to the Order’s Properties indicated on the Agreement or added to this Attachment as agreed between the parties at a later time), a nonexclusive, revocable license limited to the term and to the purpose of the Master Agreement to access and use SnapShot Marketplace indicated in the Agreement, which is a specific software provided as a service for the hotel marketplace. Customer may not sublicense the Marketplace unless the Customer has received written permission from SnapShot. This license is automatically revoked in the event of the Termination of the Master Agreement and can be revoked by SnapShot in the event of a breach of the Master Agreement by the Customer.
2. SnapShot Undertakings. SnapShot will provide Customer with access to the Marketplace and support the ongoing usage by Customer as indicated in the Agreement. SnapShot is free to decide where – and in particular from which computer center within the European Union – it renders its services for the Customer. Additional services (e.g. implementation, customizing and training) are performed by SnapShot at Customer’s request. Specially arranged training & consultancy, considered extra to the existing service level agreement, can be arranged for an additional cost.
3. Billing and Payment. SnapShot will bill Customer via e-mail monthly, 3-monthly or yearly intervals based on product terms. Failure by SnapShot to invoice Customer promptly for any SnapShot Service does not constitute a waiver by SnapShot of its right to invoice Customer at a later time. Customer agrees to pay SnapShot for all of Customer’s Properties that use SnapShot Services within thirty (30) days of receiving the SnapShot invoice. A late charge of 1½% per month (or the maximum provided by the law, if less) will apply to past due amounts after respectively contacting the customer and sending the reminders.
4. Term. The initial term of the Master Agreement is one (1) year commencing on the Effective Date (the “Term”). The Master Agreement shall automatically renew for successive renewal Terms based on then-valid pricing of one (1) year each unless written notice of termination is given by either party to the other at least ninety (90) calendar days prior to the end of any term.
5. Third Party Increases. The fees and charges for third-party providers, including but not limited to connecting interface usage, may be increased at any time when those fees and charges to SnapShot are increased.
6. Change of Terms. SnapShot is entitled to change the Terms of this Agreement, including any Terms and Conditions applicable to the Master Agreement, which are published on www.snapshot.travel/terms or on another website of SnapShot and/or the remuneration at any time subject to the following. At least three months before implementation of a change SnapShot shall notify the Customer about any changes. Customer is entitled to object to any planned change within one month of receiving notification thereof; otherwise it shall be deemed to have granted its approval in this respect. In each case, SnapShot shall draw the Customer’s attention to the consequences of failing to object. Customer will not withhold his approval to a change unreasonably, i.e. not if SnapShot implements a change due to alterations by SnapShot GmbH. If the Customer does not agree to a change of the terms of the Master Agreement or the Terms and Conditions, it shall be entitled to terminate the Master Agreement at any time with a one week’s prior written notice.
7. Termination. Without prejudice to the Customer’s termination rights pursuant to Clause 6 and 11, the Master Agreement may be terminated in the event of a material breach that is not remedied within twenty (20) calendar days following the receipt of written notice of the breach by the other party. In the event the Customer does not pay when due, SnapShot shall have the right immediately and without notice to suspend access to SnapShot Services until satisfactory arrangements for the payment of current and future billings is made. Upon expiration or termination of the Master Agreement, Customer shall cease to utilize the Marketplace and any SnapShot Service. The Master Agreement may be terminated by the Customer in respect of one, several or all hotels. The termination of the Master Agreement in respect of one or several hotels shall be without prejudice to the other hotels in respect of which the Master Agreement has not been terminated.
8. Early Termination Fee. Customer will remain liable to all amounts due to SnapShot under the Master Agreement if the Master Agreement is terminated. In the event Customer terminates the Master Agreement prior to the expiration of any Term for any reason other than due to a material breach of the Agreement by SnapShot or if this termination is based on the Customer’s termination rights pursuant to Clause 6 and 11, Customer agrees to pay a termination fee equal to the number of months remaining in the Term.
9. Proprietary Rights. Customer will not allow the Marketplace and/or any SnapShot Services to be used by any Property or facility that is not listed on or added to the Master Agreement and Customer will not alter any software code or use the Marketplace to avoid payment. Customer will not reproduce or decompile the software code, documentation or any other proprietary technology owned or licensed by SnapShot.
10. Publicity. Customer may use SnapShot trade names, name and logo when identifying or advertising that Customer uses SnapShot Services in print or online advertising, press releases or publicity in accordance with the SnapShot name use policies in effect from time to time. SnapShot may use Customer’s name and logo in print or online advertising, press releases or publicity.
11. Customer Data. The Customer is responsible for ensuring that the material and data it transfers to SnapShot and uses within and for the purposes of the Marketplace (Customer Data) does not violate statutory or government regulations (e.g. protection of young persons, data protection, or competition law), and is free of third-party rights (in particular droit moral or copyrights) such as might restrict its being used for its intended purpose. To this extent, the Customer shall indemnify SnapShot against all and any claims, including reasonable prosecution costs. SnapShot is entitled to transfer to and store personal data only in its (or its subcontractor’s or third party provider’s) data centers in the EU.
SnapShot shall be entitled to use subcontractors for delivery of the Marketplace service (e.g. hosting, maintenance and support etc.) which may be situated outside the European Union provided that SnapShot ensures that involvement of such subcontractor or third party provider is permitted under applicable data protection laws. For this purpose Customer hereby authorizes SnapShot to enter into a contract (such contracts are accessible here at the end of this document), including the Standard Contractual Clauses adopted by the EU Commission for the transfer of personal data to processors established in third countries (current version dated 05.02.2010 or any subsequent version of such Standard Contractual Clauses adopted by the EU Commission), in the name of and as representative of the Controller, with subcontractors processing or using Controller Data outside the EEA. Customer explicitly agrees to the content of Schedules 1 and 2 of the Standard Contractual Clauses with subcontractors. SnapShot is only entitled to transfer selected personal data to associated companies with electronic or other type of Customer approval. Once the Customer’s order to hold and process its data ends, SnapShot Is obliged to provide all the Customer data (if requested) and delete all the Customer data within 60 days. If SnapShot transfers any personal data outside of the European Union without such transfer being justified by a statutory permission under applicable data protection law, the Customer is entitled to terminate the Master Agreement at any time without Notice.
SnapShot holds the right to amend and aggregate the data according to applicable data security, data protection and non-competition laws and such aggregated data shall no longer be deemed Customer Data after its aggregation and SnapShot shall be entitled to any and all intellectual property rights it may acquire with regard to the complication of such aggregated data. SnapShot shall be free to use aggregated data for its own purposes, including forwarding such aggregated data to third parties, provided that personal data no longer is part of the aggregated data.
12. Expenses. SnapShot may only incur expenses and outlay (e.g. travel costs, allowances, and overnight costs if applicable) with the prior written consent of the Customer. Approved expenses and outlay in providing onsite services shall be paid by the Customer, either up to the highest rates under the tax laws in force at the time or as given in individual receipts. Time spent travelling over 4 hours counts as time worked.
13. Taxes. All payments due to SnapShot under the Master Agreement shall be made including 20% Value Added Tax (VAT/USt) if the customer is based in Austria. If the customer is based in other countries of the EU, the reverse charge method applies. If the customer is based outside of the EU, no VAT applies. If Customer is required by law to make any deduction or withholding of Taxes from any payment due to SnapShot under the Master Agreement, Customer will (i) timely and properly prepare and submit any necessary filings and remit such Taxes to the appropriate taxing authority, (ii) provide SnapShot with governmental receipts evidencing Customer’s withholding and payment to the appropriate tax authorities in a timely manner and (iii) increase each payment related to the Master Agreement to the extent necessary to ensure that SnapShot actually receives the amount that SnapShot would have received if such payment had not been subject to Taxes.
14. LIMITATION OF LIABILITY. SNAPSHOT SHALL BE LIABLE ONLY FOR INTENT, GROSS NEGLIGENCE, INJURY OF LIFE, PERSONAL HARM OR INJURY OF HEALTH, FRAUDULENT CONCEALMENT OF DEFECTS AND PRODUCT LIABILITY ACT. CUSTOMER SHALL BEAR THE BURDEN OF PROOF REGARDING THE EXISTENCE OF INTENT OR GROSS NEGLIGENCE. NO CLAIM MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE END OF THE YEAR IN WHICH THE CLAIM AROSE AND CUSTOMER KNEW OF OR SHOULD HAVE KNOWN OF THE CLAIM WITHOUT BEING GROSSLY NEGLIGENT. HOWEVER SUCH PERIOD SHALL NOT BE LONGER THAN THE STATUTORY LIMITATION PERIODS THAT WOULD APPLY.
15. Mutual and Specific Indemnities. Each Party agrees to defend, at its expense, and indemnify and hold the other harmless from and against any third party claim arising from a breach by the indemnifying Party of any term or condition of the Master Agreement.
16. DISCLAIMER OF WARRANTIES. THE SNAPSHOT MARKETPLACE IS APPROVED “AS IS” AND WILL FUNCTION IN ACCORDANCE WITH THE OPERATIONAL GUIDES ONLY. SNAPSHOT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING AND IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SNAPSHOT WHATSOEVER.
A. As between the parties, the Confidential Information of each party will remain its sole property. All Confidential Information shall be held and protected by the recipient in strict confidence, and shall be used by the recipient only as required to render performance or to exercise rights and remedies under the Master Agreement. Each party will protect the other party’s Confidential Information from unauthorized use, access or disclosure with the same measures that the recipient takes to protect its own proprietary information of like importance, but I no event less than reasonable care. No Confidential Information will be disclosed to any third party by the recipient party without the prior written consent of the disclosing party. Customer agrees to hold all the terms, fees, prices, transactional and billing details, and contents of the Master Agreement in strict confidence. Customer may disclose the terms of the Agreement to their responsible affiliates, and its or the latters employees, advisors and consultants with a bona fide need to know who agree to maintain confidentiality.
B. Required Disclosure. Each party may disclose the Confidential Information of the other party in response to a request for disclosure by a court or another governmental authority, including a subpoena, court order, or audit-related request by a taxing authority, if that party; (i) to the extent permissible notifies the other party without undue delay of the terms and the circumstances of that request, (ii) to the extent permissible consults with the other party, and cooperates with the other party’s reasonable request to resist or narrow that request, (iii) furnishes only information that, according to written advice of its legal counsel, that party is legally compelled to disclose, and (iv) uses reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded the information disclosed.
18. Choice of Law. The Master Agreement and any dispute arising hereunder shall be construed in accordance with the procedural, evidentiary, and substantive laws of Austria without regards to principles of conflict of laws. The Master Agreement will not be governed by the U.N. Convention on the International Sale of Goods, the application of which is expressly excluded. The parties agree to the exclusive forum for any litigation arising hereunder may take place in Federal Republic of Austria’s courts in Salzburg, and each party waives any objection which it may have to the laying of venue of any suit, action or proceeding arising out of or relating to the Master Agreement in such Courts. Notwithstanding anything herein to the contrary, in the event of an actual or threatened breach of the use restrictions placed on the SnapShot Marketplace or related software or the Confidentiality provisions contained in herein, the non-breaching party will be entitled, without waiving any other rights and remedies and without obligation to post a bond, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
19. Successors in Interest. The Master Agreement shall be binding upon the successors, transferees and assigns of the Parties.
20. Severability. In the event that any provision of the Master Agreement is found invalid or unenforceable pursuant to a judicial decision, the remainder of the Master Agreement shall remain valid and enforceable.
21. Survival. All provisions of the Master Agreement relating to payment, confidentiality, nondisclosure, and proprietary rights shall survive the Termination of the Master Agreement.
22. Notice. Any notice under the Master Agreement shall be in writing and shall be deemed given when received and may be delivered (i) by hand, (ii) by mail, in Official Government Mail, postage prepaid, or (iii) by overnight delivery service. Notices to the Parties shall be sent to the above addresses.
23. Entire Agreement. The Master Agreement if the complete agreement of the Parties and supersedes all prior orals or written agreements, contracts, proposals, understandings, offers and discussions. The Master Agreement may not be modified or altered except by written instrument executed by both Parties.
24. Subcontractors. SnapShot is entitled to call in sub-contractors or self-employed persons for effecting the performance incumbent upon it, unless such party embodies a good reason for objection to their involvement, it being understood that SnapShot shall not be relieved from its obligations under the Master Agreement by using a sub-contractor or self-employed person.
25. Third Party Providers. SnapShot depends on contractual relationships with many third party providers for the products and services that are used by SnapShot in its business or that are offered to Customer from time to time. In the event that any contract upon which SnapShot relies for any service or product terminates, SnapShot will immediately take all reasonable action to provide such products and/or services itself or through another provider. Notwithstanding this, SnapShot and Customer agree that SnapShot shall have the right to suspend or terminate any products services to Customer if the contracts through which SnapShot provided the products or services are terminated by the providers without liability to SnapShot. Customer shall have no further obligation to pay for any such suspended or terminated product and/or service and Customer shall have the right to contract directly with another provider for such products and services.
26. Force Majeure. No Party shall be liable to any other Party for any delay or failure to perform due to causes beyond its control including, without limitation, fire, flood, wind, lightning, strike, work stoppage, war insurrection or terrorist acts, failure of any local, state, national or international telecommunications carrier, computer hosting facility or Switch Provider to provide messaging or connectivity, or act of God or public enemy.
List of Subprocessors
For the Purport of data processing SnapShot currently uses the following subprocessors located outside the EU/EEA:
• Microsoft Corporation, One Microsoft Way, Redmond, WA 98056 USA (Microsoft Azure Data Sub-Processing Agreement, incl. Standard Model Clauses to be agreed with Microsoft Corporation and SnapShot, the latter acting on behalf and in the name of Customer, in particular Appendix 1 and 2 are accessible here: