]Base7Germany GmbH (henceforth referred to as Base7booking) offers a web-based Property Management System and Internet Booking Engine for hoteliers. This software is made available through the Internet. The full range of features is stipulated in the service description that is made available to every customer. The following terms and conditions regulate the provision of the services by Base7booking.
Continuous technological development, changes in our services or the legal situation, and other reasons may require adjustments to our data protection notice. We therefore reserve the right to change these Terms and Conditions at any time and ask that you regularly keep yourself informed of the current state.
(1) The subject of the contract is the provision of access to the Property Management System and Internet Booking Engine operated by Base7booking (the application), the usage of the application by the customer, the granting of rights of use, and the provision of storage space for the customer-generated data.
(2) The application is offered solely to accommodation providers, namely hoteliers, who wish to use the application for their own purposes. The application is not offered to consumers.
(3) The supply of any Products or Services by Base7booking to a Customer shall be subject to these Terms and Conditions, which shall govern the Agreement to the exclusion of any other terms put forward by the Customer.
§3 Conclusion of Contract
a) Base7booking offers a 30-day trial period to every Customer who signs up online via the website www.base7booking.com. This trial period is started when the Customer fills out the corresponding form with his name, company name, phone number, and e-mail address. The Customer is able to check and correct the data entered into the form before commencing the trial period by pressing “Start my free month trial”. If the Customer decides to book further access to the application by entering into an annual contract during the term of the trial period, the trial period will end on the day the customer enters into an annual contract with Base7booking. The remaining days of the trail period will lapse.
b) The Customer may also directly book an annual subscription to the application without a previous 30-day trial period, either by filling out the corresponding form online or by concluding an agreement via e-mail with Base7booking.
(2) Following the trial period, the Customer has the option to book further access to the application by filling out the corresponding form on our website. The Customer enters his address and payment information, and subsequently chooses the plan he wishes to book. The Customer is able to correct the data entered into the form before booking the plan by pressing “Edit.”
(3) Base7booking will send the Customer a confirmation e-mail containing information regarding the trial period or the booked plan. Furthermore, the Customer can access his information and contractual details by requesting this information from our Hotelier Care team. Apart from that, the contractual details are stored by Base7booking and are not accessible to the Customer.
(4) The contractual language is English.
§4 Provision of the Services
(1) Base7booking will provide the access to the application at the agreed point in time. Access is provided to the most current version of the application. Base7booking will also provide the access to the storage space for customer-generated data at the agreed point in time. The handover point is the point of connection of Base7booking’s servers.
(2) Base7booking warrants that the application is suitable for the purposes outlined in this agreement and will work towards ensuring that the application is free from all defects during the term of the contract.
(3) Base7booking will provide the customer with the necessary credentials to access the application through the Internet.
(4) Base7booking will perform a regular backup of the application, as well as the customer-generated data. However, the customer is obliged to perform regular backups of the customer-generated data to his own servers and/or data storage media using the export function of the application. Base7booking is not responsible for any documentation and storage obligations of the customer.
§5 Access to the Application
The application can be accessed through the Internet. The customer bears all costs for access to the Internet. For an ideal customer experience, Base7booking recommends the latest versions of Mozilla Firefox and Google Chrome as suitable browsers to access the Application.
§6 Additional Services
(1) Base7booking may offer additional services to the customer. Apart from the services contained in this agreement, these services may be subject to additional fees.
(2) Base7booking will provide a maximum of 3 (three) hours of online training to the client. Additional training is subject to additional hourly fees.
(3) Base7booking will provide a backup of the customer-generated data to the customer through the export function of the application. Additional copies may be subject to an additional fee.
(4) Base7booking may, at the request of the customer, alter or extend the functionality of the application. Such modifications may be subject to a fee. Base7booking reserves the right to make such modifications available to all customers of Base7booking in future updates of the application.
§7 Rights to the Application
(1) Base7booking grants the user solely a simple, non-exclusive, non-transferrable right to use the application during the term of this agreement.
(3) Base7booking may provide the customers with new versions, updates, or upgrades of the application that are licensed to the same extent as the application in its original version.
(4) Unless expressly agreed herein, no licenses, copyright, or other rights of intellectual property are conferred on the basis of these conditions of use in respect of the application. The customer is not entitled to use the application beyond the scope of this agreement. The customer is not entitled to make copies thereof, sell or lease, lend out, or make it available to a third party.
(5) The customer is obliged to make the necessary precautions for secure use of the application, including keeping the users’ credentials confidential.
(6) The customer retains rights to the customer-generated data, including the copyright of the content as a database pursuant to the Act on Copyright and Related Rights (Copyright Act) (Gesetz über Urheberrecht und verwandte Schutzrechte, UrhG) (§ 4 (2)) and as a database pursuant to UrhG (§ 87a).
(1) The usage of the application is subject to a fee payable by the customer.
(2) The fees are set out in the agreement between Base7booking and the customer, and are payable annually.
(3) All prices are net prices and must be paid without any deductions plus, if applicable, the currently valid rate of value-added tax (sales tax).
(4) All invoices are due—unless agreed otherwise—on the issue date of the invoice without any deduction(s).
(5) Should particular costs increase the prices quoted, beyond Base7booking’s control, such as an increase in taxes or duties on the services to be supplied, increases in wages as a result of statutory provision or national or industry collective wage agreements, currency fluctuations, etc., Base7booking shall be entitled, through simple notification, to make a proportionate price increase.
The customer is entitled to terminate the agreement within fourteen (14) days after notification of the price increase has been provided. Base7booking will notify the customer of this right together with the notification of the price increase.
(6) If any sum payable to Base7booking by the Customer under the Agreement is not paid within sixty (60) days after the due date (without prejudice to the other rights and remedies of Base7booking), Base7booking reserves the right to withhold the supply of all or part of the Products and Services until such time as payment has been made to Base7booking.
§9 Term and Termination
(1) The term of this agreement shall commence upon the effective date and has an initial fixed term of one (1) year.
(2) The term of this agreement is extended automatically for an additional period of one (1) year at the end of each specified time frame unless terminated by either of the parties.
(3) The customer may terminate the agreement with a notice of three (3) months prior to the expiration of the fixed term.
(3) Base7booking has the right to terminate the agreement with a notice of three (3) months prior to the expiration of the fixed term.
(4) The right to terminate the contract without notice remains unaffected.
§10 Liabilities and Damages
(1) Base7booking shall be liable under the terms of this Agreement only in accordance with the provisions set out under (a) to (e):
(a) Base7booking shall have unrestricted liability for losses caused intentionally or with gross negligence by Base7booking, its legal representatives, or senior executives, and for losses caused intentionally by other assistants in performance. In respect of gross negligence of other assistants in performance, Base7booking ’s liability shall be as set forth in the provisions for simple negligence in (e) below.
(b) Base7booking shall have unrestricted liability for death, personal injury, or damage to health caused by the intent or negligence of Base7booking, its legal representatives, or assistants in performance.
(c) Base7booking shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable by the Licensor at the time the warranty was given. Compensation, regardless of fault, for defects that already existed when the contract was signed (German Civil Code (Bürgerliches Gesetzbuch, BGB) (§ 536a) is excluded.
(d) Base7booking shall be liable pursuant to the German Product Liability Act in the event of product liability.
(e) Base7booking shall be liable for losses caused by the breach of its primary obligations by Base7booking, its legal representatives, or assistants in performance. Primary obligations are such basic duties that form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the customer may rely. If Base7booking breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount that was foreseeable by Base7booking at the time the respective service was performed.
(2) Base7booking shall be liable for loss of data only up to the amount of typical recovery costs that would have arisen if proper and regular data backup measures had been taken.
(3) Any more extensive liability of Base7booking is excluded on the merits.
§11 Duty of Confidentiality
(1) The parties agree to keep all confidential information that becomes known to them during the performance of this Agreement strictly confidential, and only to use such information for the contractually agreed purposes. Confidential information for the purpose of this provision shall mean information, documents, details, and data that are marked as such or are to be seen as confidential because of their nature. The Customer agrees to allow only those employees who are entrusted with the provision of services in the course of this contract access to the confidential information of Base7booking. Both parties agree at the request of the other party to require their employees to sign an appropriate confidentiality declaration and to present this to the other party. The parties shall not seek to register intellectual property rights in respect of confidential information of the other party.
(2) If confidential information within the above-mentioned definition is requested by a public authority, then the other party shall be informed without delay and before the information is supplied to the public authority.
(3) The rights and obligations under (1) and (2) shall not be affected by the termination of this Agreement. Both parties agree at the option of the other party to return or destroy the confidential information of the other party upon the termination of this Agreement, to the extent that such information still exists.
§12 Final Provisions
(1) Amendments or additions to this Agreement must be made in writing to be effective.
(2) This Agreement shall be governed by the laws of the Federal Republic of Germany except for the UN sales convention (United Nations Convention on Contracts for the International Sale of Goods) dated April 11, 1980).
(3) The courts for Base7bookings’s registered office shall have exclusive jurisdiction over all disputes under and in connection with this Agreement, provided that the customer is a merchant within the meaning of the German Commercial Code, or if upon the commencement of legal proceedings, the customer has no place of business or ordinary residence in the Federal Republic of Germany.
(4) Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining terms.