1. PROVIDER/COMPANY SERVICES

1.1 The PROVIDER/COMPANY shall provide the ASSOCIATE/CLIENT with the services listed under Annex 1 of the Agreement (hereinafter “Services”). The use of additional support services is charged and is subject to the PROVIDER’s pricing policy.

1.2 The PROVIDER/COMPANY shall provide Services to the ASSOCIATE/CLIENT according to this Agreement.

1.3 In order for the PROVIDER/COMPANY to provide these Services, it is necessary to install and configure these Services, as well as to train the ASSOCIATE/CLIENT on how the use these Services.

1.4 The PROVIDER/COMPANY shall make every effort to allow the ASSOCIATE/CLIENT to gain unhindered access to the software and/or applications linked to the provision of Services, 24 hours daily, in order to enter or modify information regarding its accommodation. The PROVIDER does not, however, guarantee the uninterrupted and faultless operation of the software and/or applications linked to the provision of Services, since problems can arise from factors beyond its control, for example, the World Wide Web, telephone lines, emergencies, etc.

1.5 Data regarding reservations at the ASSOCIATE’s/CLIENT’s accommodation are highly confidential and in no case should they be given to third parties or used by the PROVIDER/COMPANY for own benefit, even after the end/termination of their contractual relationship.

1.6 In the event that the ASSOCIATE/CLIENT requests from the PROVIDER/COMPANY to include data entries related exclusively to the ASSOCIATE/CLIENT (indicatively and not restrictively accommodation details, pricing policy, availability, contracts, media, etc.) in the Services, the entry of such data into the reservation system does not constitute the PROVIDER’s obligation, nor is it included in the services laid out in the Agreement, but it is provided solely with the ASSOCIATE’s/CLIENT’s responsibility, and takes place exclusively for the CLIENT’s convenience. Therefore, the PROVIDER/COMPANY shall not be held liable for any inaccuracy or error concerning these data.

2. DEFINITIONS

The terms defined below shall have the meaning assigned to them when used in this Agreement or in the Annex. Additional definitions may be found in the body of this Agreement and the Annex.

● Associate/Client means, in relation to any natural or legal person, any other person or legal entity that controls, is controlled by or is under joint control with such person or legal entity.
● Business Day means any business day on which banks are open in Greece, except Saturdays and Sundays.
● Force majeure means any event beyond the control of a Party, in particular an act of war, earthquake, hurricane, flood, fire, or any incident such as embargo, rebellion, act of terrorism, sabotage, strike, government action, riot, epidemic, disruption in the supply chain or transportation, power failure, legal or regulatory government impediment, court order, conviction, internet failure.
● PMS/Property Management System means a software application used for the management of accommodation. The basic package of the software includes: Use of the cloud platform on an annual basis, unlimited number of listings for customers, companies and offices, issuance of invoices, connection with AADE- Electronic Billing, convertibility with a booking engine, Housekeeping Management (3 users are included with full rights), the option to add more users per Property, Online Check-In Module, interconnection with Channel Manager Module.
● Effective Date of Services is the date specified in the Standard Commercial Terms.

3. SOFTWARE LICENSE

3.1 Software and applications are protected as copyrighted work by copyright laws and international copyright conventions, as well as by other related laws and conventions. The ASSOCIATE/CLIENT may only use this software and cannot claim that any intellectual right is sold or assigned to them.

3.2 Throughout the term of use, the PROVIDER/COMPANY grants the ASSOCIATE/CLIENT a perpetual, non-exclusive and non-transferable right to use Services in accordance with this Agreement. The COMPANY shall retain ownership of all documents and any copies thereof at all times.

3.3 When this agreement takes effect, the PROVIDER/COMPANY provides the ASSOCIATE/CLIENT with codes (Username and Password) with the right to access and use the software in the manner described in the Agreement.

3.4 These codes are provided to the ASSOCIATE/CLIENT exclusively in order to use the software according to the terms of this Agreement. The disclosure of these codes to third parties (natural persons or companies not affiliated with the CLIENT) entitles the PROVIDER/COMPANY to claim compensation from the ASSOCIATE/CLIENT for any damages caused by using the software and/or applications in any way not included in this Agreement.

3.5 The ASSOCIATE/CLIENT cannot, independently or in collaboration with third parties (companies or individuals), convert its software and reproduce it through reverse engineering, decompilation or disassembly of the source or object code. In the event of such a violation, Abouthotelier reserves all legal rights to claim compensation for the damage caused by this unconventional conduct.

3.6 Any additional software code or additional data provided by the PROVIDER/COMPANY to the ASSOCIATE/CLIENT will be considered part of the PROVIDER/COMPANY and will be subject to the COMPANY’s pricing policy.

3.7 The ASSOCIATE/CLIENT may not rent, lease, lend or transfer the right to use the software or any part of the software, which is linked to the provision of Services, to a third party without the written permission of the PROVIDER/COMPANY.

4. ADDITIONAL CODE – SOFTWARE UPGRADES

4.1. Any additional software code or data provided by the PROVIDER/COMPANY to the ASSOCIATE/CLIENT shall be considered part of the Services and will be subject to these terms and conditions, as well as to the terms of the Agreement with the ASSOCIATE/CLIENT.

4.2. Operational and technical improvements to the Services and software linked to the provision of Services, which may result from feedback by the ASSOCIATE/CLIENT are considered an integral part of the software.

4.3. The PROVIDER/COMPANY may, but is not obliged to, update the software and/or the application linked to the provision of Services, in order to improve their efficiency and reliability. These improvements do not render the previous version defective.

5. FINANCIAL TERMS – PROVIDER’S FEE – COST OF SERVICES

5.1 The applicable cost is provided for and laid out in the Standard Commercial Terms according to the Annexes to the Agreement.

5.2 For the Services offered by the PROVIDER to the ASSOCIATE on an annual basis, the PROVIDER shall issue and send an invoice to the ASSOCIATE for their remuneration, at the beginning of each contractual year, and the ASSOCIATE shall pay the invoice within 30 days from the date it was issued. In the event that the amount is not fully paid when this deadline expires, the PROVIDER has the right to immediately discontinue the services provided, without further notice.

5.3 The PARTNER shall pay the fees set out in Annex 1 to the PROVIDER for the Services provided by the PROVIDER to the ASSOCIATE, in accordance with Annex 1 of the Agreement and the terms therein, by credit or debit card via a link sent by the PROVIDER to the ASSOCIATE accompanied by the invoice for the provided Services.

The use of any additional or customised support services is subject to and charged according to the PROVIDER’S pricing policy.

5.4 If the CLIENT makes substantial modifications (enters additional rooms, users, etc.), then the Company may request an installation fee or adjust the annual fee.

5.5 The PROVIDER/COMPANY may adjust applicable fees at any time by exercising discretion and independent judgment. The adjusted fees are communicated to the CLIENT by email and can take effect either after 2 months from their notification to the CLIENT or at any later date specified in the notification. If the CLIENT does not agree, they shall notify the Company within 4 months of such notification or by the end of the current term of use at the latest. After this time, the adjusted charges will be considered acceptable by the CLIENT. If the CLIENT does not agree within the time limit, then the pre-existing charges/fees will continue to apply for the remainder of the term of use, which shall not be renewed after expiration.

5.6 All fees will be paid by bank transfer to the bank accounts that will be provided after signing the agreement. The bank transfer fees will be paid by the CLIENT.

6. TERM AND TERMINATION OF SERVICES

6.1 The Agreement shall come into effect when both parties sign it, and shall remain in force until it expires, in accordance with this clause.

6.2 Purchased services will be provided for a specific term of use defined by date of completion and in accordance with the Standard Commercial Terms.

6.3 At the end of each term of use, the term will be automatically renewed for another calendar year, unless one of the parties sends a notice to the other party requesting the cancellation of renewal at least 1 month before the term of use expires. In this case, the term of use will expire, and neither party shall be eligible for any kind of compensation. Otherwise, an amount equal to the average annual revenue laid out in the Agreement (due to server advance payment) will be paid as a penalty clause.

6.4 The term of use shall end forthwith in any of the following cases:
● If the ASSOCIATE/CLIENT violates any terms of this Agreement.
● If the ASSOCIATE/CLIENT fails to pay any services or charges by more than 14 working days.
● If the ASSOCIATE/CLIENT is insolvent or in danger of becoming insolvent, in state of restructuring, bankruptcy or any other legal status or capacity that – as a matter of fact – may affect its ability to operate normally and/or to perform obligations.
● If the PROVIDER/COMPANY violates any terms of this Agreement.
● If the PROVIDER/COMPANY is insolvent or in danger of becoming insolvent, restructuring, bankruptcy or any other legal status or capacity that – as a matter of fact – may affect its ability to operate normally and/or to perform obligations.

7. ASSOCIATE’S OBLIGATIONS

7.1. The ASSOCIATE/CLIENT shall keep their computers and software in perfect condition, so that the PROVIDER/COMPANY can provide their Services properly.

7.2. The ASSOCIATE/CLIENT shall provide any information to the PROVIDER/COMPANY regarding their computers and software that is deemed necessary for the proper performance of the Services.

7.3. The ASSOCIATE/CLIENT shall enter accurate and true information about the existence, location, invoice and content of all the services provided in the software and/or applications linked to the provision of the Services. Under no circumstances may the PROVIDER/COMPANY be held liable for falsification or inaccuracy of information about accommodation displayed or managed by the ASSOCIATE/CLIENT through software and/or applications linked to the provision of Services.

8. NOTICES

Unless otherwise agreed, any notice or other form of communication between the parties under or in connection with the Agreement shall be sent to the official email addresses of the parties. All e-mail messages exchanged between the parties will be considered valid and sent by the parties. Any notice between the parties will be deemed to have taken place forthwith if sent successfully by e-mail.

9. COMPANY – ASSOCIATE LIABILITY

9.1 The PROVIDER/COMPANY shall perform the Services in an appropriate manner within 20 working days from the date it receives the necessary material, provided that the CLIENT acts in accordance with the provisions hereof.

9.2 It is hereby agreed that the PROVIDER/COMPANY shall not be held liable in the following cases:
9.2.1 non-fulfilment and/or improper fulfilment and/or non-timely fulfilment of Services, provided that non-fulfilment or improper or non-timely fulfilment is caused by acts and omissions of the ASSOCIATE/CLIENT or third parties;
9.2.2 force majeure and events beyond the COMPANY’s reasonable control; 9.2.3 the COMPANY shall not be held liable for slight negligence.

9.3 If the PROVIDER/COMPANY fails or delays to provide the Services due to an ASSIOCIATE’s/CLIENT’s and/or Working Group’s act or omission, and/or force majeure events under this Agreement, the COMPANY shall not be held liable in case the Agreement is violated. In such cases, the delivery time of the Services referred to in paragraph will be automatically extended for a period equal to the period of delay.

9.4 It is hereby agreed, and the ASSOCIATE/CLIENT acknowledges and declares that the Services and deliverables, as specified in the Agreement, are proposed by the PROVIDER/COMPANY to the ASSOCIATE/CLIENT. Therefore, it is agreed that the PROVIDER/COMPANY has no responsibility for the performance and effectiveness of Services, and only the ASSOCIATE/CLIENT is responsible for the final decision, as well as the correct and complete implementation of Services.

9.5 Each party may terminate the Agreement if the other party violates any of the terms or does not comply with this Agreement, or misuses services thereby causing harm to the interests of other clients/subscribers or the COMPANY itself. In this case, this party shall provide a two-day written warning to the violator of the Agreement, describing the violation therein. If the violation is not remedied within the aforementioned deadline, then the party is entitled to terminate the Agreement with immediate effect for fault on the part of the Agreement’s violator. If the violation is inherently non-reversible, then no time limit is required for the violation to be remedied, and the Agreement may be terminated in writing with immediate effect.

9.6 Any disputes arising between the Parties under or in connection with the Agreement and/or the Services provided under it, fall under the exclusive jurisdiction of the courts of the city of Nafplio, Greece.

9.7 The CLIENT shall send a dully executed printed copy of the Agreement to the COMPANY in accordance with the instructions.
If the ASSOCIATE/CLIENT fails to act within the indicated time frame, the COMPANY may suspend the Purchased Services forthwith.

9.8 The ASSOCIATE/CLIENT expressly confirms that they consider the above limitations and terms to be fair, clear and understandable.

9.9 The Parties may amend this Agreement only in writing.

10. PRIVACY POLICY/DATA PROTECTION

The Company processes data (including personal data) for the purposes of providing services. These data may include any kind of information related to these services. The data will be processed in accordance with the Greek legislation and the applicable privacy policy. The CLIENT has consented to the processing of these data.

The COMPANY declares that it is aware of the legislation on personal data protection, and in particular of the General Data Protection Regulation (“GDPR”), and acknowledges that for the purposes of personal data processing (hereinafter referred to as “Personal Data”) under this Agreement, according to Article 4 (1) of the GDPR, it shall act as “processor” (Article 4 (8) GDPR) and is subject to the provisions of Article 28 GDPR in the context of its contractual obligations towards the CLIENT.

Specifically:

● The Company shall not disclose, publish, disseminate or in any way communicate to third parties any Personal Data that have come to or will come to its knowledge throughout the term of this Agreement or after its expiration or in any way termination, and shall take all necessary measures to prevent Person Data disclosure. In addition, the COMPANY may assign the processing of Personal Data to any subcontractor or agent upon the CLIENT’S written notification. In the event that the COMPANY appoints Subcontractors to fulfil the purposes hereof, the COMPANY shall, on the one hand, draw up appropriate and legally binding contractual arrangements, which at least include this Agreement’s arrangements, and, on the other hand, take appropriate inspection measures to ensure Personal Data protection.

● The COMPANY shall ensure that the persons authorised to process Personal Data shall keep these data confidential or are subject to a regulatory obligation of confidentiality.

● Upon termination of this Agreement for any reason or upon completion of processing assigned to the COMPANY by the CLIENT or when requested by the latter, and within a reasonable period of time, the COMPANY undertakes the obligation, upon the CLIENT’s request and as long as the COMPANY does not process Personal Data for purposes and by means it independently determines (in which case it acts as a Data Controller), to return Personal Data to the CLIENT or delete them in accordance with the legislation on personal data protection, and to send the relevant deletion protocol to the CLIENT, unless these data or part thereof must be kept under a provision of EU or national law. In this case, the COMPANY shall inform the CLIENT accordingly.

● The COMPANY shall process Personal Data only for the purposes specified by the CLIENT and in accordance with their written instructions, including those set out herein. In the event that the COMPANY considers that the Personal Data it processes or will process, violate or may violate the legislation on personal data protection, it must inform the CLIENT. In this case, it may postpone data processing until it receives the CLIENT’S response.

11. MISCELLANEOUS TERMS

The following terms will continue to apply even after the termination of the Agreement and the provisions of the Commercial Terms relating to applicable law and jurisdiction.

11.1 Language/Binding Version: this agreement has been executed in Greek, and all written communications between the parties hereto shall be carried out in Greek. The Greek version will take precedence over translations into other languages.

11.2 Confidentiality: each Party shall observe this Agreement and all matters relating thereto in strict confidence, save for any disclosure required for the performance of this Agreement. The contracting parties undertake the following obligations:
a. they shall not use Confidential Information and data for any other purpose save for the performance of their contractual obligations;
b. they shall not disclose Confidential Information to other executives, employees, external partners or third parties, unless this is required in order to perform the Services they have undertaken and only after a relevant written order and consent of each party for the executives, employees, external partners or third parties;
c. they shall not reproduce confidential information/ data at any time, nor store it in electronic form, unless this is required in order to perform the Services they have undertaken;
d. they shall keep all confidential information/data safe, as well as follow applicable Security Policies;
e. they shall not use confidential information for their own gain.

11.3 Παραιτήσεις: καμία παραίτηση από κανένα από τα Συμβαλλόμενα Μέρη από οποιαδήποτε απαίτηση της παρούσας Συμφωνίας
ή οποιοδήποτε ένδικο μέσο ή δικαίωμα βάσει της παρούσας Συμφωνίας θα έχει ισχύ εκτός εάν δοθεί με ειδοποίηση και γραπτή
υπογραφή από το εν λόγω Μέρος.

11.4 Partial invalidity: if any provision of this Agreement is held by a competent court to be unlawful, void or unenforceable in any respect under the law of any jurisdiction, then such provision (provided it is void or unenforceable) shall not come into effect and shall be deemed not to be included in this Agreement, without however, invalidating any of the remaining provisions of this Agreement. Any provision of this Agreement held to be invalid or unenforceable only in part or to some extent, shall remain in full force and effect to the extent that it is not deemed invalid or unenforceable. In any event, the Parties shall thereafter use their best endeavours to replace the unlawful, invalid or unenforceable provisions (as the case may be) by a valid and enforceable provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

11.5 Third Party Beneficiaries: Unless otherwise laid out in the Agreement, the parties do not intend to create any obligations or any rights, causes of action or benefits in favour of any person other than the COMPANY and the CLIENT.

11.6 In general: This Agreement and its annexes (which form an integral part thereof) incorporate the entire agreement and understanding of the parties with respect to their rights and obligations in relation to the provision of Services, and replaces (without exception) previous verbal and written agreements or other communications between the parties in relation to the subject matter hereof. The Parties agree and acknowledge that every term and provision hereof is essential and substantive. Accordingly, each party hereto undertakes the commitment and trusts the other parties hereto to fulfil all their obligations hereunder in good faith and in strict compliance with all terms and provisions hereof.

12. ASSIGNMENTS

No party may assign, transfer, claim to assign or transfer any of their rights or obligations under this Agreement to a third part without the prior written approval of the other party. This limitation does not apply to assignments to affiliated entities.

13. MISCELLANEOUS PROVISIONS

13.1. In the event of internal restructuring of the group to which the PROVIDER belongs, any group company may take its place, provided that the ASSOCIATE is notified thereof in writing by the PROVIDER. In this case, the Agreement will not be interrupted, but will continue to be in force as is, between the ASSOCIATE and the new company of the group, and all the rights and obligations of the parties will continue to apply uninterruptedly, and the past term of this Agreement will be counted as an uninterrupted continuation hereof.

13.2. This Agreement may be amended by the Parties only in writing. No written amendment is required for the extension of the Agreement to include new Services, which may also take place through the exchange of emails between the Parties, to the e-mail addresses indicated at the beginning of this Agreement for each Party. New Services are subject to the PROVIDER’s pricing policy, which the latter has already disclosed to the ASSOCIATE when concluding this Agreement, and the latter has accepted.

13.3. The invalidity of any contractual term does not affect the validity of the other terms, and this Agreement continues to be valid in its entirety without this invalid term.

13.4. The Annexes hereto form an integral part of the Agreement. Any reference to the Agreement or to a term thereof shall be construed to include the Annexes thereto.

14. APPLICABLE LAW AND JURISDICTION

14.1. This Agreement is governed by and construed solely in accordance with the Greek Law.

14.2. The Courts of Nafplio, Greece are solely competent for resolving any disputes that may arise between the Parties, from or regarding this Agreement and/or the Services laid out in it, as well as for any issues regarding the existence, validity or termination of this Agreement.