General terms and conditions for licences, deliveries and services of protel hotelsoftware GmbH, Dortmund
(Please scroll down for the Austrian GTC)
These terms and conditions apply to deliveries of software, hardware and other products (contractual products), maintenance services and all other deliveries and services provided by protel hotelsoftware GmbH (protel) to hotels, dealers and other customers (customers), unless otherwise agreed in the licence, maintenance or other contract (contract) concluded between protel and the customer. Any terms and conditions used by the customer shall only apply if they have been expressly accepted by protel.
Protel is bound to written offers for three weeks. A delivery or service obligation on the part of protel only arises when the customer has expressly accepted the offer. Similarly, delivery dates are only binding if they are expressly stated in the offer.
The prices and fees stated in the contract are exclusive of value added tax (VAT) and do not include expenses such as material, shipping, travelling or line costs; these are to be reimbursed separately. Insofar as the contract provides for time-based remuneration (hourly or daily rates), the actual time spent shall be decisive for the calculation; times stated in offers are to be understood as estimates. For maintenance and other services provided by protel that are not listed in the contract, the customer shall pay for the time spent by the personnel deployed by protel in accordance with the applicable protel price list plus expenses and VAT. This applies in particular to corrections made by protel to the installation of the contractual products, including networking, if the installation was not carried out by protel, and to the use of telephone counselling outside the contract. In the event of default in payment, the customer is obliged to pay default interest of 2 per cent p.a. above the respective discount rate of the Deutsche Bundesbank.
The risk of accidental loss or damage is transferred to the customer when the contractual products are handed over. protel retains ownership of all contractual products delivered to the customer until they have been paid for in full.
The customer shall refrain from using, reproducing, distributing, processing and otherwise modifying the protel software products, unless this is expressly permitted by a licence agreement with protel.
In the event of any export of the contractual products or technical products thereof, including by means of remote data transmission, the customer shall comply with all applicable export regulations of its home country and the United States of America.
The customer shall report any defects in the contractual products immediately, at the latest within two weeks of discovering the defect. If the notification is made in due time, the defective contractual product will either be replaced or repaired by protel. Should these measures fail, the customer shall be entitled, at its discretion, to reduce the remuneration paid for the contractual products (licence fee or purchase price) or to cancel the order for the defective contractual products.
A contractual or non-contractual liability for damages on the part of protel, its employees and vicarious agents exists only if the damage is due to gross negligence or intent. Any mandatory liability under the aspect of the absence of a warranted characteristic, an at least slightly negligent breach of a material contractual obligation and for any defects of title remains unaffected. protel is liable for damages for which it is responsible up to the total amount of the system price to be paid in accordance with the order (protel licence fees plus protel service fees), whereby the liability is limited to the licence price if the liability results from this or to the service fees if the liability is related to this. The fees applicable at the time the claim arises, excluding VAT, are decisive. protel is not liable for lack of commercial success, indirect damage and consequential damage and for damage arising from third-party claims, with the exception of claims arising from infringement of third-party property rights. protel is only liable for the recovery of data if the customer has ensured that this data can be reproduced with reasonable effort in the sense of proper data processing from databases that are kept available in machine-readable form. An external backup of the database at the end of each working day is justifiable. protel is not liable for damage caused by contractual products if this could have been avoided by checking the work results of the contractual products at regular intervals. Furthermore, protel is not liable for damage caused by the use of other programmes that can change the data stored in the protel programmes. Any mandatory liability under the aspect of product liability remains unaffected. Claims for damages against protel, with the exception of claims for damages in tort, expire in accordance with the statutory provisions, but no later than two years after installation of the relevant protel programmes at the customer's premises.
As a PCI-DSS certified company, we have designed our products in such a way that they can be operated in compliance with PCI requirements. However, the responsibility for compliance with all requirements within the company always lies with the hotel operator. protel hotelsoftware GmbH accepts no liability whatsoever for the misuse of fields in the database for entering credit card data that are not intended for this purpose, in particular not for any consequences that may arise as a result, such as the loss of PCI certification, fines for breaches of regulations or third-party liability and compensation claims arising from misuse.
protel reserves the right to proactively send information by e-mail in urgent cases, even if the customer has unsubscribed from the protel newsletter. These service messages are labelled accordingly and serve exclusively to pass on business-critical information that the customer needs in order to remain able to act. (Examples: Changed technical requirements, necessary adjustments to the software configuration as a result of changes in the law, status reports on the software used by the customer, etc.) The customer undertakes to provide a current e-mail address for this purpose and to inform protel promptly of any changes to this e-mail address.
protel is authorised to use subcontractors for all services under the contract. Insofar as protel appoints a maintenance company to the customer for the maintenance of hardware, this company is not deemed to be a vicarious agent of protel
Any amendments and additions to the contract must be made in writing. This also applies to any waiver of rights arising from the contract or these terms and conditions, including this formal requirement. All declarations and notifications to be made under the contract shall only be effective in writing.
The customer is only authorised to assign the rights arising from the contract - with the exception of payment claims - with the prior consent of protel. Consent may only be refused for good cause.
Offsetting against claims against protel is excluded unless these have been legally established or are undisputed; the same applies to the exercise of a right of retention, including a commercial right of retention.
Should one or more provisions of the contract or these terms and conditions be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected.
The contractual relationship between the parties shall be governed by German law with the exception of the UN Convention on Contracts for the International Sale of Goods.
The courts in Dortmund shall have exclusive jurisdiction for all disputes arising from or in connection with the contract or these terms and conditions, provided that the customer is a registered trader or the customer's domicile or habitual residence is either not in Germany or unknown at the time the action is brought.
General Terms and Conditions for Licences, Deliveries and Services of protel hotelsoftware Austria GmbH, Vienna
These terms and conditions apply to deliveries of software, hardware and other products (contractual products), maintenance services and all other deliveries and services provided by protel hotelsoftware Austria GmbH (protel) to hotels, retailers and other customers (customers), unless otherwise agreed in the licence, maintenance or other contract (contract) concluded between protel and the customer. Any terms and conditions used by the customer shall only apply if they have been expressly accepted by protel.
protel is bound to written offers for three weeks. A delivery or service obligation on the part of protel only arises when the customer has expressly accepted the offer. Likewise, delivery dates are only binding if they are expressly stated in the offer.
The prices and fees stated in the contract are exclusive of value added tax (VAT) and do not include expenses such as material, shipping, travelling or line costs; these are to be reimbursed separately. Insofar as the contract provides for time-based remuneration (hourly or daily rates), the actual time spent shall be decisive for the calculation; times stated in offers are to be understood as estimates. For maintenance and other services provided by protel that are not listed in the contract, the customer shall pay for the time spent by the personnel deployed by protel in accordance with the applicable protel price list plus expenses and VAT. This applies in particular to corrections made by protel to the installation of the contractual products, including networking, if the installation was not carried out by protel, and to the use of telephone counselling outside the contract. In the event of default of payment, the customer is obliged to pay the statutory default interest in accordance with § 456 UGB (Austrian Commercial Code) in the amount of 9.2 percentage points above the base interest rate.
The risk of accidental loss or damage is transferred to the customer when the contractual products are handed over. protel retains ownership of all contractual products delivered to the customer until full payment has been made.
The customer shall refrain from using, reproducing, distributing, processing and otherwise modifying the protel software products, unless this is expressly permitted by a licence agreement with protel.
In the event of any export of the contractual products or technical products thereof, including by means of remote data transmission, the customer shall comply with all applicable export regulations of its home country and the United States of America.
The customer shall notify us immediately of any defects in the contractual products, at the latest within two weeks of discovering the defect. If the notification is made in due time, the defective contractual product will either be replaced or repaired by protel. Should these measures fail, the customer shall be entitled, at its discretion, to reduce the remuneration paid for the contractual products (licence fee or purchase price) or to cancel the order for the defective contractual products.
A contractual or non-contractual liability for damages on the part of protel, its employees and vicarious agents exists only if the damage is due to gross negligence or intent. Any mandatory liability under the aspect of the absence of a warranted characteristic, an at least slightly negligent breach of a material contractual obligation and for any defects of title remains unaffected. protel is liable for damages for which it is responsible up to the total amount of the system price to be paid in accordance with the order (protel licence fees plus protel service fees), whereby liability is limited to the licence price if the liability results from this or to the service fees if the liability is related to this. The fees applicable at the time the claim arises, excluding VAT, are decisive. protel is not liable for lack of commercial success, indirect damage and consequential damage and for damage arising from third-party claims, with the exception of claims arising from infringement of third-party property rights. protel is only liable for the recovery of data if the customer has ensured that this data can be reproduced with reasonable effort in the sense of proper data processing from databases that are kept available in machine-readable form. An external backup of the database at the end of each working day is justifiable. protel is not liable for damage caused by contractual products if this could have been avoided by checking the work results of the contractual products at regular intervals. Furthermore, protel is not liable for damage caused by the use of other programmes that can change the data stored in the protel programmes. Any mandatory liability under the aspect of product liability remains unaffected. Claims for damages against protel, with the exception of claims for damages in tort, expire in accordance with the statutory provisions, but no later than two years after installation of the relevant protel programmes at the customer's premises.
As a PCI-DSS certified company, we have designed our products in such a way that they can be operated in compliance with PCI requirements. However, the responsibility for compliance with all requirements within the company always lies with the hotel operator. protel hotelsoftware GmbH accepts no liability whatsoever for the misuse of fields in the database for entering credit card data that are not intended for this purpose, in particular not for any consequences that may arise as a result, such as the loss of PCI certification, fines for breaches of regulations or third-party liability and compensation claims arising from misuse.
protel reserves the right to send information pro-actively by e-mail in urgent cases, even if the customer has unsubscribed from the protel newsletter. These service messages are labelled accordingly and serve exclusively to pass on business-critical information that the customer needs in order to remain able to act. (Examples: Changed technical requirements, necessary adjustments to the software configuration as a result of changes in the law, status reports on the software used by the customer, etc.) The customer undertakes to provide a current e-mail address for this purpose and to inform protel promptly of any changes to this e-mail address.
protel is authorised to use subcontractors for all services under the contract. Insofar as protel appoints a maintenance company to the customer for the maintenance of hardware, this company is not deemed to be a vicarious agent of protel.
Any amendments and additions to the contract must be made in writing. This also applies to any waiver of rights arising from the contract or these terms and conditions, including this formal requirement. All declarations and notifications to be made under the contract shall only be effective in writing.
The customer is only authorised to assign the rights arising from the contract - with the exception of payment claims - with the prior consent of protel. Consent may only be refused for good cause.
Offsetting against claims against protel is excluded unless these have been legally established or are undisputed; the same applies to the exercise of a right of retention, including a commercial right of retention.
Should one or more provisions of the contract or these terms and conditions be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected.
The contractual relationship between the parties shall be governed by Austrian law with the exception of the UN Convention on Contracts for the International Sale of Goods.
The courts in Vienna shall have exclusive jurisdiction for all disputes arising from or in connection with the contract or these terms and conditions, provided that the customer is a registered trader or the customer's domicile or habitual residence is either not in Austria or unknown at the time the action is brought.
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