General Terms and Conditions
The following terms and conditions for cloud services (“General terms and Conditions”)
apply to Hoteliqa’s provision of cloud computing services (the “Deliverables”) unless
otherwise agreed in writing between Hoteliqa Ltd and the Customer, regardless of the
Customer’s country of residence and provided that the Customer engages in commercial
activities. All transactions are considered to be made between merchants. Hoteliqa
reserves the right to modify these General Terms and Conditions at any time subject to
one month’s notice.
1. DELIVERABLES
1.1. The Deliverables to be delivered by Hoteliqa may consist of Infrastructure as a
Service (IaaS), Platform as a Service (PaaS) and Software as a Service (SaaS) and
any combinations thereof as well as any related services provided.
1.2. The Deliverables, e.g., hotel website booking engine, will be further specified when
an order is placed and will appear from the order confirmation, a specific agreement
or similar acceptance of agreement.
2. CONTRACTUAL BASIS
2.1. Regardless of order method, the Customer accepts these General Terms and
Conditions when placing an order.
2.2. A placed order will not become binding on Hoteliqa until the Customer has received
a written order confirmation or at the time of delivery. An order will be executed at
the price applicable when Hoteliqa’s order confirmation is issued.
2.3. Quotations made by Hoteliqa will only be binding on Hoteliqa if conforming
acceptance is received by Hoteliqa within 30 days after such quotation was made to
the Customer.
3. PRICES
3.1. All prices are in Euros.
3.2. Deliverables are invoiced monthly in arrears unless otherwise agreed in writing.
4. PAYMENT
4.1. The due date shall commerce upon delivery, unless otherwise agreed. If the
Customer’s means of payment is not accepted, the order will not be executed, and
the order will be considered as not accepted by Hoteliqa.
4.2. In case of the Customer’s late payment, Hoteliqa will be entitled to suspend the
Customer’s use of the Deliverables temporarily. The Customer will then be
excluded from using the Deliverables until the full payment has been received.
4.3. If the parties have entered into an agreement on instalment payments, and the
Customer has failed to pay an instalment in full or in part, the full amount owing
will fall due for immediate payment.
5. TERMINATION WITH NOTICE
5.1. The parties are entitled to terminate the agreement in full or in part by giving at
least 2 months’ notice to expire on the last day of a month. The agreement must be
terminated online or by email, stating the products and/or Deliverables affected.
5.2. As from the last day of the notice period, Hoteliqa will be entitled to delete all data
relating to the Deliverables, unless this data is the property of the hotel e.g., guest
data.
6. DEFECTS, NOTICE OF DEFECTS AND SUPPORT
6.1. If the Customer discovers or should have discovered defects in the Deliverables, the
Customer must give notice of such defects to Hoteliqa.
7. CUSTOMER’S USE AND SUSPENSION OF USE
7.1. Hoteliqa reserves the right to suspend the Customer’s use temporarily if (i) the
Customer’s use of the Deliverables has an extreme or unusual negative impact on
the systems of Hoteliqa or Hoteliqa’s sub-contractors which directly or indirectly
affect Hoteliqa or Hoteliqa’s other customers; (ii) in any other way, the Customer
transfers any form of material which is capable of harming the IT environment of
Hoteliqa or Hoteliqa’s sub-contractors or the Deliverables; (iii) on a reasonable
basis, it is considered necessary in order to prevent unauthorized access to data; or
(iv) the Customer fails to meet the requirements for the Customer’s use of the
Deliverables under these General Terms and Conditions.
8. CUSTOMER’S USE AND BREACH OF CONTRACT
8.1. The Customer is not entitled to use the Deliverables, including, but not limited to,
servers and storage media (i) for the collection, registration, storage, processing or
manipulation of data in violation of EU legislation; (ii) for the collection of
unlawful data, including the redirection to unlawful links; (iii) to obtain
unauthorized access to systems; and (iv) in violation of local legislation in force
from time to time and any rules and regulations issued in pursuance thereof.
8.2. Any non-compliance on the part of the Customer of its obligations under these
General Terms and Conditions will be considered a material breach of contract,
entitling Hoteliqa to terminate the agreement with immediate effect in full or in part,
at Hoteliqa’s discretion. In case of termination with immediate effect, the delivery of
the Deliverables will be discontinued, including any connection to the Customer’s
data.
9. LICENCES
9.1. Any license acquired as part of the delivery of the Deliverables will remain
Hoteliqa’s or the sub-contractor’s property.
9.2. To the extent that third party software is part of the Deliverables (e.g., Amazon Web
Services), the Customer will be obligated to Hoteliqa and any third party to accept
and comply with the license terms applicable to such software from time to time.
The Customer’s obligation applies regardless of whether a license to the software
being part of the Deliverables delivered by Hoteliqa (i) has been obtained by
Hoteliqa to the effect that the Customer derives its limited right from Hoteliqa; or
(ii) has been obtained directly by the Customer.
9.3. If the Customer uses third party software together with the Deliverables, Hoteliqa
will not be liable for the functionality of such software or its use in relation to the
Deliverables regardless of whether the third-party software was sold to the
Customer by Hoteliqa under a separate agreement. The license terms of any third
parties may be disclosed by Hoteliqa at the Customer’s request if the software has
been licensed to Hoteliqa. Hoteliqa is not liable for any changes to the license terms
to be complied with by the Customer at any time.
9.4. If, as part of the Deliverables and at the Customer’s request, Hoteliqa installs third
party software for the Customer’s use, the Customer will guarantee that it has the
necessary rights in such software.

10. LIMITED LIABILITY
10.1. Hoteliqa is not liable for any indirect losses, including any loss of profit, loss of goodwill, any failure to obtain or reach economic benefits and objectives, any loss of production, loss or distortion of data, any loss suffered because Hoteliqa’s deliveries cannot be used as assumed, any loss relating to unauthorized persons’ access to data and systems or any loss suffered due to the lapse or breach of a third-party agreement. Hoteliqa’s liability in damages only extends to losses inflicted with gross negligence.
10.2. The amount of Hoteliqa’s liability for any loss cannot exceed an amount equaling three months’ payment for the Deliverables on which the claim is based, provided that the agreement has run for at least three months. If the agreement has run for less than three months, Hoteliqa’s liability will be limited to the amount actually paid.
10.3. Any claims due to defective Deliverables delivered in full or in part by a sub- contractor cannot be raised against Hoteliqa.
10.4. As regards Deliverables delivered by a sub-contractor, the obligations and liability of Hoteliqa as an intermediary, including, but not limited to, warranties, are limited to the obligations and liability offered by the sub-contractor and specified in the sub- contractor’s terms and conditions.
10.5. Hoteliqa excludes any and all liability in respect of warranties, both explicit and implicit, including, but not limited to, implicit warranties for merchantability and fitness for any particular purpose.
10.6. The Customer is responsible for ensuring that the use of the Deliverables does not violate current EU and Cypriot legislation. The Customer must indemnify Hoteliqa in every respect if claims are raised by third parties as a result of the Customer’s unlawful or infringing activities. Hoteliqa exercises no control whatsoever of the Customer’s use of the Deliverables.
11. ASSIGNMENT
11.1. Hoteliqa is entitled to assign its rights and obligations to a group company.
11.2. Hoteliqa’s assignment of its rights and obligations to third parties is subject to the Customer’s prior written consent. Such consent may not be withheld without a valid reason. Notwithstanding the provision of clause 12.2, the first sentence, Hoteliqa is entitled to assign its rights and obligations in connection with a merger, business transfer, reorganization or similar changes regardless of the form thereof, e.g. by an asset or share transfer.
12. GEOGRAPHICAL LOCATION OF DATA
12.1. At the time when the Customer places its order, Hoteliqa may confirm that the Customer’s data will be stored only on (i) servers in the UK; or (ii) servers in the EU. Hoteliqa thus guarantees that the servers on which the Customer’s data are stored will be physically located in (i) the UK; or (ii) in the EU or in a country found to be safe by the European Commission.
12.2. Special terms on geographical location may apply to specific Deliverables, and such terms will always take precedence over the Customer’s choice of data location.
12.3. By ordering such special Deliverables, the Customer accepts that data may be transferred to Hoteliqa’s sub-contractors and the partners of such sub-contractors as well as the data centres and storage facilities of such sub-contractors located in countries outside the Customer’s country of residence and the EU/EEA. Such transfers include the transfer of data-to-data centres and storage facilities located in the USA in accordance with current law.
13. OPERATION, SLA AND MAINTENANCE
13.1. As regards Deliverables delivered from Hoteliqa’s own data centre, Hoteliqa reserves the right to regular maintenance of its IT environment. If necessary, maintenance affects the accessibility of a Deliverable, the Customer must be notified at reasonable notice.
14. INFORMATION
14.1. Hoteliqa is not liable for any defects or irregularities which are attributable to the Customer’s provision of inadequate or incorrect information.
15. CONFIDENTIALITY
15.1. Hoteliqa must keep confidential all confidential information received about the Customer’s business (“Customer Data”) unless disclosure is required by law. If Hoteliqa is contacted by a third-party requesting disclosure of Customer Data, Hoteliqa will be entitled to request such third party to contact the Customer directly, providing the Customer’s contact information at the same time. In case of any disclosure of Customer Data to a third party, Hoteliqa will inform the Customer immediately,
sending a copy of the third party’s request for disclosure, unless Hoteliqa is prevented by law from doing so. If Hoteliqa requests a third party to contact the Customer directly, the Customer must disclose such Customer Data to the third party unless, in the Customer’s opinion, the third party is unauthorized to receive such data.
15.2. The parties are entitled to mention the conclusion of the agreement to third parties for marketing purposes. All other marketing initiatives are subject to the other party’s written consent and may only be performed until such consent is withdrawn.
16. DATA PROTECTION
16.1. If Hoteliqa is the data processor, and the Customer is the data controller under the EU GDPR Act, the Customer’s data will belong to the Customer, and Hoteliqa will only act in accordance with the Customer’s instructions. Hoteliqa must implement the appropriate technical and organizational security measures required to protect data against accidental or unlawful destruction, loss or deterioration and against unauthorized disclosure, abuse or other processing in violation of the GDPR Act.
16.2. At the Customer’s request, Hoteliqa must provide the Customer with adequate information to allow it to verify that such technical and organizational security measures have been implemented.
17. USE OF SUB-CONTRACTORS
17.1. Hoteliqa is entitled to use sub-contractors for the delivery of the Deliverables and, for example, disclose Customer Data to such sub-contractors to the effect that the sub- contractor in question becomes the sub-contracting data processor. Hoteliqa warrants that the sub-contractor is subject to the same contractual obligations as Hoteliqa and that, in situations where Hoteliqa or a sub-contractor is the data processor, Hoteliqa or the sub-contractor will act only in accordance with the instructions of the Customer, which will remain the data controller.
18. FORCE MAJEURE
18.1. Neither party will be liable for events which are beyond the party’s control and which the party should not have taken into account when signing the agreement and should not have avoided or overcome (a “Force Majeure Event”).
18.2. Force Majeure Events include, but are not limited to:
– Unusual weather conditions and natural disasters;
– War and military mobilization, civil unrest and similar situations as well as terrorist attacks;
– General strikes and lockouts;
– Fire, non-availability of means of transport and currency restrictions;
– Computer viruses, hacker attacks and attacks on IT systems from the outside;
– Import and export restrictions.
18.3. In case of a Force Majeure Event, Hoteliqa may decide to defer delivery until the Force Majeure Event preventing delivery has ceased to exist or to cancel the agreement in full or in part without compensation.
19. INTERPRETATION
19.1. Certain contract types may be subject to additional terms and conditions which will take precedence in case of any deviation from these General Terms and Conditions. In case of any discrepancy between these General Terms and Conditions and the Customer’s general terms and conditions, these General Terms and Conditions will apply unless otherwise agreed.
19.2. Unless otherwise agreed in writing, these General Terms and Conditions constitute the entire agreement concerning the Deliverables and replace all prior agreements between the parties.