Terms & Conditions

MARKETPLACE CUSTOMERS

Preamble

P.1           SCOPE OF APPLICATION: These General Terms and Conditions shall apply to all legal transactions of the SnapShot GmbH (Hereinafter referred to as Snapshot) with the customer. These Terms and Conditions shall also apply to other legal transactions if agreed between the contracting parties. If any individual agreements have been made in writing between the contracting parties, those individual agreements have priority over these general agreements on a case-by-case basis.

P.2           ENTREPRENEUR BUSINESS: Snapshot only provides services to entrepreneurs. The customer declares himself to be an entrepreneur.

P.3           MODIFICATION: Snapshot is entitled, though simple notification, to change or supplement these terms and conditions if the changes or supplements are necessary and if the changes or supplements will not inflict a substantial disadvantage on the customer. Changes are necessary in order to comply with changes in legal requirements. The customer acknowledges his approval. The currently valid version of this document is available online under: http://www.snapshot.travel/terms . Snapshot will inform the customer of any changes three months before the amendment enters into force. If the customer does not object to these amendments within those three months, the changes will be considered as accepted. If the customer objects, Snapshot is entitled but not obligated to terminate this contract in accordance with Point A.3. The most recently accepted Terms and Conditions shall apply to the remaining term of this contract.

A.      General and Accounting

A.1           CONTRACTUAL OBJECT: Snapshot grants the customer for use by the customer (and the hotels listed in Marketplace Order Confirmation to the Order’s Properties or added to the Marketplace Order Confirmation as agreed between the parties at a later time), a non-exclusive, revocable license limited to the term and to the purpose of the Marketplace Terms & Conditions to access and use Snapshot Marketplace indicated in the Marketplace Terms and Conditions, which is a specific software provided as a service for the hotel marketplace. The 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 Marketplace Order Confirmation and can be revoked by Snapshot in the event of a breach of the Marketplace Terms and Conditions.

A.2           Snapshot Undertakings. Snapshot will provide the customer with access to the Marketplace and support the ongoing usage by the customer as indicated in the Marketplace Terms and Conditions. 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, customising and training) are performed by Snapshot at the customer’s request.

A.3           Terms (Duration and Cancellation): If nothing else was agreed between the contracting parties, all contractual relationships between Snapshot and the customer start after this contract is signed and are concluded for an indefinite term.  The contract ends through termination. The contract can be terminated by complying with a notice period of 90 days at the end of each respective quarter, either party may cancel the agreement. The customer agrees in principle that the termination will only end the contractual relationship between the customer and Snapshot. Any contract concluded with third party suppliers, which the customer concluded via the Snapshot Marketplace, shall remain unaffected by the termination.  This also applies to contracts for which Snapshot is responsible for the collection of monies.

A.4           BILLING AND PAYMENT: If nothing else was agreed between the provider of an application and the customer for the purchase of an application or content via the Snapshot Marketplace, Snapshot will invoice and will send the invoice by email quarterly. The accounting period for the first settlement starts with the day the order is signed and ends on the last day of each quarter. The settlement occurs quarterly in advance. The contracting parties are entitled to mutually agree on alternative accounting periods (for example: monthly or yearly). The billing amount shall be due for payment within 30 days. Snapshot is entitled to modify or set the billing interval at its discretion. The billing intervals will be based on the billing amount.

A.5           DISCOUNT: The customer is not entitled to a discount deduction unless it has been pre-agreed.

A.6           DEFAULT OF PAYMENT: In case of default, the contracting parties agree on default interest in accordance with §456 UGB.

A.7           PRICE: The customer declares that they are a company. All prices, listed on the Marketplace, are net prices excluding the respective statutory sales tax.

A.8           SALES TAX: The tax-accounting is carried out in accordance with the legal requirements. The contract will only be concluded if the customer discloses its tax number. If the customer is located in Austria, the invoice will include the statutory sales tax. If the customer is located within the European Union, the invoice will be net of tax as the intra community service provision applies. If the customer is located abroad and if the service is not tax- relevant in Austria, the invoice will not include sales tax (VAT), however it will be marked as reverse charge, provided that the legal requirements are met. If the customer wishes its invoices to be marked as “reverse charge”, the customer must submit a “Certificate of Registration” to Snapshot. The customer is obliged to pay VAT if a tax inspection proves that the customer is liable for tax (including retrospectively).

A.9           CURRENCY: If a customer is able to buy a product via the Marketplace in its national currency, the respective currency will be indicated next to the price. If no currency is shown, then currency defaults to Euros.  Snapshot is not obligated to provide products to the customer in national currency.

A.10         TOURBLESHOOTING: Snapshot will assist the Customers in order to solve any problems originated from the purchase of the Services. Snapshot will hold full responsibility for disputes opened by the customer, such as chargebacks, cancellations and refunds, within the scope of legal provisions. It is recalled that Snapshot is not responsible for the technical support of sold third-party-services.

B.      Specific Obligations Customer

B.1           The customer undertakes to use the provided user names and passwords responsibly and to prevent abuse by employees. The contracting parties agree that it is possible to conclude legally valid contracts via the Marketplace by using usernames and passwords.  Snapshot shall assume that, all customer employees who use the username and the password of the customer are entitled to place an order in his name and for his account and are entitled to conclude contracts with Snapshot or with a Developer.

B.2           The customer will instruct its employees to store the access data with care so that it is inaccessible to third parties. The customer accepts that it is liable for damages caused by the use of its access data. The customer is liable if one of the customer’s employees misuses the access data or if the customer’s employees do not store the access data so that it is inaccessible to third parties.

B.3           Proprietary Rights. The 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 Marketplace Order Confirmation and the customer will not alter any software code or use the Marketplace to avoid payment. The customer will not reproduce or decompile the software code, documentation or any other proprietary technology owned or licensed by Snapshot.

C.      Special Instructions for the Use of Applications

C.1           The customer has been informed that the Snapshot Marketplace is a trading area. The customer is able to buy and use applications or content of third-party developers via the Marketplace.

C.2           If the customer buys content or applications from third party developers via the Marketplace, the customer concludes a contract with the third-party developers. The terms and conditions of the third-party developers shall apply for concluded contracts between the customer and the third-party developers unless something else was agreed. Snapshot only provides the trading area and is responsible for the processing the payment.

C.3           Snapshot will check all applications and contents, which will be provided via the Snapshot Marketplace, to the best of its knowledge and beliefs. Snapshot will only release applications if the Developer is contractually obligated to work, to comply with the legal requirements and to provide its own support to the customer. Snapshot is not liable to the customer for the function of the application or for damages caused by applications or the support provided by the Developer.  The customer expressly agrees with this exclusion of liability.

C.4           Snapshot is entitled by separate contract to distribute the applications and contents and to accept the agreed remuneration (collection authorisation). The contracting parties agree that there are no claims (warranty, guarantee, compensation for damages or product liability) resulting from the collection authorisation regardless of the legal title.

C.5           Snapshot is entitled to remove single applications or content from the Marketplace. The customer renounces towards Snapshot each and every claim in connection with the unavailability of applications (regardless of the legal title).

C.6           The customer notes that it may be possible that certain contents or applications will not be available to all customers in all countries due to licensing terms.

D.      Data Protection, Electronic Funds Transfer, PCI-DSS, etc.

D.1           Snapshot is obligated to treat all customer data as confidential. Snapshot is obliged to ensure its employees and subcontractors adhere to the obligations of this confidentiality.

D.2           Both contract parties are committed to complying with the data protection clause which applies in each case. Both contract parties know that the national data protection laws are to be complied with. Storage and processing of personal data will take place under the applicable law. Furthermore, both contract parties agree on safety standards to prevent unauthorised users from accessing data.

D.3           The contracting parties note with approval that they have to comply with the provisions of the Austrian data protection law. The customer expressly agrees that the Austrian data protection laws will be applied.

D.4           Snapshot agrees to carefully manage the access details and to comply with the respective provisions under the data protection law.

D.5           In the event that Snapshot functions as a provider in accordance with §10 subsections 1 DSG, Snapshot declares that it offers sufficient guarantee for the lawful and secure use of data. In this case Snapshot is obligated to:

–               Use all data solely for the customer’s orders. The transmission of used date, without a customer order, is prohibited.

–               Implement all necessary data security measures in accordance with § 14 DSG. Snapshot only allows those employees access to data, who are obligated to maintain data confidentiality or who are bound by a legal duty of confidentiality.

–               Only consult with further providers with the customer’s approval. Snapshot is obligated to inform the customer about the planned consultation of the further providers in a timely manner, so that the customer is able to prohibit the consultation of the provider, if so desired.

–               Transmit all processing results and documentation, which contains data, to the customer or to store or destroy that data if the customer so requests, after the completion of the provision of the Services.

D.6           Snapshot will employ the following companies to execute the order:

–               Microsoft Corporation, One Microsoft Way, Redmond, WA 98056 USA (Microsoft Azure)

–               Amazon Web Services

–               GoCardless, Adyen

D.7           Snapshot will not employ third party providers  according to the will of the contracting parties. The customer notes that it has to conclude its own agreements with third party providers if necessary.

D.8           Data processing location: The data processing is performed in Frankfurt (Germany), Dublin (Ireland) und London (Great Britain) or Redmond (USA), if nothing else has been agreed. The data will be processed in accordance with the respectively applicable data protection laws.

D.9           Snapshot is entitled to terminate all business relationships with the customer without observing a notice period, if the customer uses the technical services provided by Snapshot, in manner that violates the Data Protection Law. This is the case when the customer records sensitive data and uses Snapshot to store and process such data. Sensitive data is data of natural persons revealing their racial or ethnic origin, their political opinions, their union membership, their religious or philosophical believes, their health or their sexual orientation.

D.10         Snapshot shall assume responsibility to ensure that the transferred credit card holder data and the sensitive authentication data will only be processed in accordance with the applicable Payment Card Industry Data Security Standards (currently V 3.2), within its area of responsibility. Snapshot transfers, processes and stores this data in accordance to the requirements of the latest version of PCI DSS and shall be liable for the security.

D.11         If the customer uses the application Snapshot Analytics and if the customer orders an application or content of a Developer via the Marketplace and if those applications or contents want to access data from the Program Snapshot Analytics, Snapshot shall be responsible to provide the access to the customer´s data. The authorisation shall cease as from the date of discontinuation of the use of Snapshot Analytics or from the date of discontinuation of the use of the application which was acquired via the Snapshot Marketplace.

E.      Legal

E.1           Snapshot shall not be held liable for contracts which the customer agrees to with third parties through the Snapshot Marketplace.

E.2           This contract shall be governed by Austrian Law. The application of the UN- Convention on International Sale of Goods (1980) is explicitly excluded.

E.3           Alterations and additions to this contract agreed by the parties must be made in writing.

E.4           Snapshot is entitled to advertise with the fact that the customer is using the software, if the customer concludes a contract with Snapshot. In this context, Snapshot is entitled to use the customer’s logo in an appropriate way. All uses beyond this must be coordinated with the customer. It is permissible that Snapshot advertises online with the customer using its software.

E.5           The contracting parties mutually waive the right to set-off their claim against the claim of the other party.

E.6           All disputes or claims arising from or in connection with this contract, including disputes about the validity, infringement, termination or invalidity of this contract, will be decided, with finality, in accordance with the arbitrating and mediating procedures of the International Arbitration Court of the Austrian Chamber of Commerce in Vienna (Viennese Rules) by an arbitrator. The language used at the arbitration has to be English unless the contractual parties agree on German.