Siesta Extranet – Commercial Terms and Conditions
(hereinafter referred to as the “Terms and Conditions”) of SIESTA SOLUTION s.r.o., registered office: Bruselská 266/14, Vinohrady, 120 00, Prague 2, Company ID No. (IČO): 05203503 (hereinafter referred to as the “Provider”), pursuant to the provisions of Section 1746 (2) of Act No. 89/2012 Coll., the Civil Code, as later amended (hereinafter referred to as the “Civil Code”)
- These Terms and Conditions regulate the mutual rights and obligations under which the Provider will provide the services (hereinafter referred to as the “Services”) related to the use of the SIESTA EXTRANET computer program (hereinafter referred to as the “Product”) to the User (hereinafter referred to as the “User”).
- The conditions for the protection of personal data are available here: https://siestasolution.com/cs/siesta-extranet-zasady-ochrany-soukromi/.
- Unless specified otherwise, the Services are provided on the basis of a Contract according to the specifications, deadlines and prices contained therein. These Terms and Conditions are an integral part of the Contract. The provisions in the Contract have precedence before these Terms and Conditions.
- Terms with Capital letters in these Conditions have the same meaning as in the Contract.
- The Contract is binding at the moment when both of the Contractual Parties agree with its wording and they mutually confirm the Contract in writing. If the confirmed Contract will contain changes, the confirming Contractual Party must mention this fact in writing. These changes will be considered to be a new draft and the other Contractual Party must agree with such a draft, even in the case of a supplement or a deviation that does not change the Contract considerably.
- The Provider undertakes to provide Consultation on the basis of its professional knowledge with due professional care and in accordance with the User’s best interests.
- The Contractual Parties have agreed that the Consultation can be provided in person or remotely through a telephone call or email.
- The User undertakes to provide the Provider with the necessary data and materials for the fulfilment of the Consultation service.
Support and Maintenance
- The Provider undertakes to provide the User the service of Support and Maintenance for the purpose of ensuring the proper operation of the Product and the removal of any defects.
- Support and Maintenance, however, specifically does not include the following:
- the resolution of problems caused by the use of the Product in a different manner or for a different purpose than for which the Product is meant, including performing any unauthorised changes, configurations or interventions in the Product;
- consultation regarding the specific use of the Product apart from the purpose for which it is meant;
- the resolution of technical matters connected with the hardware settings or security settings of the User’s operating system.
- For the relevant Product, the Provider will exert the necessary effort for the Product to be available. The User keeps in mind that the Product may not always be available, especially for reasons of regular maintenance, the correction of errors, updates, etc. If it will be technically possible, the Provider will inform the User of planned interruptions in the availability of the Product.
- The User is obliged to submit information to the Provider regarding Product defects that it learns of, specifically to the Provider’s helpdesk (email: email@example.com).
- If the User reports a defect pursuant to Article 4.4 herein, the Provider undertakes to begin resolving the defect within 24 hours from this report (hereinafter referred to as the “Reaction Time”). The Reaction Time begins with the delivery of the report pursuant to Article 4.4 herein. If the User makes the report in another manner, the Reaction Time is not applied. The Reaction Time is considered to have been met if the Provider sends the User a confirmation that it has started to resolve the defect during this time.
- A necessary condition for a claim to arise for the User from the defect is that the User repeatedly showed that an important part of the Product did not operate according to the functional specifications contained in the Product’s documentation or that it is inaccessible for reasons on the part of the Provider. If the User does not prove that the defect exists (or that it is a defect on the part of the Provider), the Provider is entitled to claim the expenses for the verification of these defects from the User (especially the diagnostics and the work performed when reproducing the given defects, etc., according to the accounting rules for work in the Consultation).
- If the defect is proven, the Provider has the right to choose whether to repair or replace the fulfilment. The obligation to remove the defect is also fulfilled by providing proper instructions on how to repair the defect, if it is a defect that can be removed in this manner.
- The Provider is entitled to provide a new version of the fulfilment, if this corresponds, to at least a significant extent, to the functional specifications of the previous version of the Product pursuant to the Product documentation.
- If the defect is not removed, even repeatedly, the Contractual Parties negotiate a decrease of the remuneration to an appropriate extent pursuant to Article 7.1 herein
- If the Product does not cooperate with third-party software, it is not considered to be a defect, unless the Product documentation explicitly anticipates such cooperation.
- Unless specified otherwise herein, all other rights are excluded, including the right to a new delivery of the software and the compensation of expenses for the rectification of the defect.
- The Provider does not provide any guarantee, nor do any other rights than those contained in this Article arise for the User on the grounds of defects or malfunctions or the unavailability of the Product.
- The Provider bears no responsibility for damages in connection with its fulfilment according to the Contract, unless it is damage for which the right to its compensation cannot be validly waived. The Provider is primarily not responsible for the unavailability of the product that arises as a result of a disruption of the Internet or any other service that the User uses for access to the Product, or as a result of another unforeseeable fact (especially force majeure).
- Support and Maintenance is always provided remotely, unless the Contractual Parties agree otherwise.
- The Contractual Parties can also negotiate the Development service. Development primarily includes the completion of development, the preparation of analytical or other documentation, the arrangement of interoperability with other systems, etc.
- The User is obliged, without any unnecessary delay following the handover of the Development, to control whether the Development has been completed, i.e. whether it corresponds to the assignment, and to point out any defects to the Provider no later than within 30 days from the date the Development was made available for acceptance. If the User does not do so in a due and timely manner, the Development is accepted in the state in which it was made available and the Development can be duly completed.
- The performance of the Development will be certified by an acceptance protocol signed by both parties. If the User refuses to sign the acceptance protocol within the period specified by the Provider, in spite of being called upon by the Provider to do so, even though the Development is completed, the Development is considered to have been duly performed. The Contractual Parties can negotiate, in writing, another manner of confirming the completion.
- The Contractual Parties explicitly negotiate that if the User used the Development before it is handed over for other purposes than for testing, the Development is considered to have been performed as a whole, without defects or any reservations by the User.
- If the User pays the price of the Development without the explicit acceptance on the part of the User, the Development is considered to have been performed in a due and timely manner. If only part of the Development is paid, this confirmation applies to the given part.
- If the creation of a work is the subject of the Development, the User acquires the authorisation to use this work with the payment of the entire price pursuant to the Contract. If the Contractual Parties do not agree otherwise in writing, the Provider is entitled to exercise the copyrights (or similar rights) to such a created work and the User is given a licence for use pursuant to the Licensing Conditions.
Licence for the use of the Product
- The Contractual Parties have negotiated that the Provider exercises all the property rights of the author for the Product or other work that is protected as a copyright (hereinafter referred to as the “Copyrighted Work”), particularly pursuant to Act No. 121/2000 Coll., on Copyright, on Rights related to Copyright and on amendments to certain acts, as later amended.
- By the payment of the price pursuant to the Contract, the Provider grants the User a valid licence for the use of the Product (hereinafter referred to as the “Licence”) on the basis of which the User is authorised to open, display and run the Product through remote Internet access at the address https://extranet.siestasolution.com, and in such a version in which it is available at the given Internet address, and only on the number of devices and in the manner that corresponds to the type of the granted Licence. The User notes that it did not receive any physical or digital copy of the Product.
- The Licence is provided for the duration of the Contract, for the territory of the Czech Republic, exclusively for the purpose of the administration of its accommodation facilities and the records related to this.
- The User is not authorised to change the Product and/or connect it with another work or to include it in a collective work without the Provider’s prior written approval.
- The User is not entitled, in any manner, to transfer, cede or loan the Product or to enable its use or otherwise provide authorisations, temporarily or permanently, comprising part of the Licence or Licences to third Parties, without the Provider’s prior written approval. The User is explicitly prohibited from performing the reverse engineering, decompilation or transfer of the Product’s source code or to use the Program in a manner that is contrary to legal regulations.
- The User is furthermore explicitly prohibited from publishing and/or enabling the publishing of the Product so that third parties can use, copy or otherwise misuse it.
- The User is only authorised to use the Product in accordance with the Contract. The User does not acquire any other rights to the Product than those specified herein.
- The Provider and the User exclude all the legal licences or free use that that can be excluded by the agreement of the Provider and the User or other authorisations, unless otherwise negotiated in writing between the parties.
- The User is not authorised to provide a sublicence or to transfer the Licence without the Provider’s prior written approval.
- If, during the period that the Licence is provided or in connection with it, new Product components are created (especially software components), such fulfilment becomes part of the Product and the Provider exercises the right to such components of the Product the moment such components are created.
- The documentation containing the functionality of the Product (which can also be available digitally) (hereinafter referred to as the “Documentation”) is a component of the Product. The conditions for the use of the Documentation are subject to the conditions for the use of the Product.
- The User understands that the Provider can unilaterally change the scope and the functionality of the Product. In particular the Provider can expand the Product to include new functions, to provide an update or other change. This change automatically arises on the basis of the delivery of a written notification to the User by email or as part of the Product’s user interface.
- The User is not authorised to retroactively edit the process or erase reservations.
- This Article is similarly used on Copyrights and also on the fulfilment of rights other than Copyrights or on a Product that is protected by intellectual property rights and provided on the basis of the Contract.
Price and payment conditions
- The price for the provisioning of the Services is negotiated within the Contract. The User will pay the price at the moment when the Software is connected with any of the channels enabling the reservation of accommodations (e.g. booking.com, airbnb.com, etc.).
- The Price for the Development and Consultation will always be payable at the end of the calendar month in which the Development and the Consultation were provided.
- Unless specified otherwise, the Provider also pays for the materials required for the provisioning of the Services (the time & material principle).
- All of the prices are given without value added tax. The date of partial taxable supply for the purposes of VAT is understood to be the last day in the calendar month in which the fulfilment was provided pursuant to the Contract.
- The Provider performs the billing of the individual fulfilment on the basis of issued invoices sent to the User. Unless specified otherwise, the maturity of the individual invoices is 14 days. If the User is in delay with the payment of an invoice, the Provider is authorised to ask for a contractual fine in the amount of 0.05% per day of the delay, in whole or in part. This does not affect compensation for damages.
- The User will make the payments pursuant to the Contract by bank transfer to the Provider’s account published by the tax administrator pursuant to Section 98 of Act No. 235/2004 Coll., on Value Added Tax, as later amended, even if another bank account will be specified on the invoice.
- The price is considered to have been paid on the date when the entire amount is credited to the Provider’s account.
- In some cases the Provider can provide the User with some fulfilment free of charge (e.g. mobile applications or other software), hereinafter referred to as “Supplemental Fulfilment”. The Provider reserves the right to charge for the Supplemental Fulfilment, in such a case the Provider informs the User of such fulfilment of the charge in advance and if the User does not agree with this, it will no longer be allowed to use the Supplemental Fulfilment.
Right of ownership
- If, on the basis of the Provider’s fulfilment, some items are to become the property of the User, the right of ownership passes to the User on the day the payment for such items is made to the Provider.
- The threat of damage passes to the User on the date the items are handed over.
- The User declares that it waives the compensation for damages caused by the Provider, unless
- it is damage cause by the Provider’s gross negligence,
- it is intentionally caused by the Provider, or
- such a right cannot be validly waived.
- The provider bears no responsibility for any of the User’s problems when using the Product or its part, especially as a result of a failure or error with the User’s equipment or the incorrect use of the Product. The Provider bears no responsibility for any damages in the event that the User does not, contrary to the Contract, announce Product defects to the Provider without delay in the specified manner.
- All notifications between the Contractual Parties that relate to the Contract or that should be made on the basis of the Contract must be made in writing and delivered to the other Contractual Party.
- Documents that should be delivered to the other Contractual Party (notifications) pursuant to the Contract are delivered on the day they are accepted by the authorised person pursuant to Article 10.1 herein or by a person authorised to represent the Contractual Party pursuant to the entry in the Company Register or an employee authorised by a received document. In the event of any doubt, it is assumed that a person who verified the receipt with his/her signature and an official stamp of the Contractual Party is authorised to accept the documents.
- If the documents were not successfully delivered pursuant to the previous paragraph, the date of delivery is considered to be the date when the addressee refused to accept these documents. If they are delivered by registered mail through the holder of a mail delivery license to the specified address or to an address that the Contractual Party announced in writing as a change to this address, the date of delivery is also considered to be the third day from the announcement that the shipment was stored in the post office, even if the addressee was not aware of this, or the date when the shipment was sent back to the sender as undeliverable because the Contractual Party changed the address of its registered office; after the termination of the Contract, this only applies if the document is also sent to the address of the registered office entered in the public register.
- The effects of the delivery can also arise by the delivery of the documents by email to the email address specified for the person authorised to act on behalf of the Contractual Party pursuant to Article 10.1 herein. The Provider can also deliver to the User through the User’s user interface within the Product.
- The Contractual Parties undertake that in the event of a change of their addresses or the authorised person, they will inform the other Contractual Party of this change no later than within three (3) working days.
Duration and termination of Contract
- The Contract comes into force and effect on the date it is signed by both Contractual Parties.
- The Contract is concluded for an indefinite period.
- Both of the Contractual Parties have the right to terminate the Contract by notice, even without giving a reason. The period of notice amounts to one month from the calendar month following the calendar month in which the notice was delivered to the other Contractual Party.
- The Provider has the right to withdraw from the Contract or to stop providing the fulfilment pursuant to the Contract without a period of notice in the following cases
- The User breaches the conditions of the licence for the Product pursuant to the Licence Conditions;
- The User is in delay with the payment of the price pursuant to Article 6 of the Contract or its part;
- The User threatens the security of the Product with its actions.
- The Contractual Parties have the right to withdraw from the Contract without a period of notice in the event of a significant breach of this Contract on the part of the other Contractual Party, if it does not rectify this breach, even in an appropriate limit provided in writing by the other Contractual Party, whereas this period must be at least 10 (ten) working days.
- Both of the Contractual Parties are entitled to withdraw from the Contract if the other Contractual Party goes into liquidation or is legally declared bankrupt.
- Other reasons from the notice or withdrawal are excluded.
- The Contractual Parties have agreed that if the Contract is terminated, the fulfilment provided until now will not be returned.
Protection of rights
- If the User provides the Provider with or enables access to any document protected by intellectual property rights or other third party rights, or will ask the Provider so use such a document, primarily by intervening in it, using it, processing or changing it, the User undertakes to exempt the Provider (including its sub-providers) of any liability (especially indemnity) ensuing from the use of such fulfilment by the Provider and to provide the provider with all the necessary rights, passwords or other similar authorisations that are required for the use of such fulfilment. The User undertakes to compensate the Provider for any damages that arises for it as a result of a breach of this paragraph.
- The Contractual Parties undertake that they will mutually inform one another immediately of all third party rights in connection with a breach of their rights, which occurred as a result of the provisioning of the fulfilment pursuant to the Contract.
- The User confirms and guarantees that it is the owner of any devices, equipment, complex or building on which or in connection to which the fulfilment will be provided pursuant to this Contract, or it is authorised to make it accessible to the Provider for these purposes. The User shall ensure the acceptance of all the required security and safety measures, if the fulfilment of the Contract will take place primarily on equipment operated by the User or in the framework of other means to which the User has access and which are used for the fulfilment of the Contract.
- If the Provider’s obligation to back up certain data is not part of the fulfilment of the Contract, the User is obliged to accept corresponding measures to protect its data and programs, especially by acquiring back-up copies in machine readable form in intervals that are common for this region, though at least once a day. The Provider does not bear responsibility for a loss of data and its renewal if this loss could have been prevented by the fulfilment of the obligations ensuing from this provision.
Protection of confidential information
- Both of the Contractual Parties will maintain confidentiality of confidential facts that they learn during the fulfilment of the Contract. All information that is or could be part of the business secrets, especially the source code of the software, information on business partners, business information and plans, lists of customers, information on customers and other information that concerns the actual or expected business activities, prices, price structures, marketing and sales and any related information and materials, the content of the Contract and other information that the Contractual Parties have indicated as confidential are considered to be confidential (hereinafter referred to as “Confidential Information”).
- The fact whether the information is provided or whether the Contractual Party learned of the information in written, oral or electronic form has no influence on the character of the Confidential Information, nor does the fact whether it was provided directly from the Contractual Party or its advisor, representative or employee or whether it was provided before the conclusion of the Contract or afterwards.
- The Provider is authorised to process, analyse and use the data acquired in connection with the operation of the Product and to subsequently use this data solely for the development of new software services and the improvement of existing software services. This data, however, will not be provided to a third party, unless it is a sub-provider of the Provider in the area of the development and provisioning of software.
- All the confidential information remains the sole property of the relevant Contractual Party and the Contractual Party shall exert the same effort to preserve its confidentiality and for its protection as if it was its own Confidential Information. With the exception of the scope that is required for cooperation when fulfilling this Contract, the Contractual Party undertakes to not copy the Confidential Information in any manner, to not hand it over to a third party or to its own employees and representatives with the exception of those that need to know it in order to be able to fulfil this Contract. Each Contractual Party also undertakes to not use the Confidential Information otherwise than for the fulfilment of this Contract.
- The Provider has the right to claim a contractual fine in the amount of CZK 50 000 from the User for each breach of the provisions of the protection of information. This does not affect the right to compensation for damages.
- The obligation to maintain confidentiality lasts five (5) years after the termination of the Contract.
Protection of personal data
- The conditions for the protection of User’s personal data and information on the scope of the processing are regulated in the special conditions for the Protection of Privacy and Information on the Protection of Personal Data, which are an integral part of this Contract https://siestasolution.com/cs/siesta-extranet-zasady-ochrany-soukromi/.
Improvement of Services
- The User undertakes to provide the following information on guests that it enters to the Product to the Provider in order to improve the Services and for analytical purposes:
- date of birth
- country of origin
- length of stay
- source of guest (booking.com, etc.)
(hereinafter referred to as the “Statistical Data”).
- All of the data provided in this manner will be anonymous, the Provider will not process the personal data of the guests for this purpose and it will therefore be purely statistical data. This data will be separated from the data that the Provider processes, as the processor, under the conditions of Article 14 herein. The Provider, however, is entitled to assign the Statistical Data to a specific device or to any other database, etc.
- The User entrusts the Provider to acquire the Statistical Data from the data that the User supplies to the Provider on the basis of the Contract.
- The User agrees that the Statistical Data can also continue to be used after the termination of the Contract or other mutual cooperation and for an unlimited length of time.
- The Contract and the legal relationships arising from it adhere to the legal code of the Czech Republic.
- The Provider is authorised to add to or change these Terms and Conditions in any way and at any time. This addition and/or change will be published in the User’s user interface within the Product and information on this addition and/or change will also be sent to each User to its contact email address. On the date when the new version of the Terms and Conditions comes into effect, the former business terms and conditions shall no longer be applicable. The User has the right to refuse the proposed changes. In such a case the User is authorised to withdraw from the Contract within 15 days from the date of the change to the Terms and Conditions. If the User does not use this right to withdraw from the Contract, the refusal of the proposed changes to the Terms and Conditions by the User is ineffective and the proposed changes to the Terms and Conditions apply for the user.
- The Provider is authorised to mention the provisioning of the fulfilment for the User pursuant to this Contract as a reference for its own presentation.
- If any provisions of the Contract, in whole or in part, are invalid or unenforceable or become invalid or unenforceable in the future, this invalidity or unenforceability will have no influence on the validity or enforceability of the other provisions of the Contract, in whole or in part, provided this does not follow directly from the content of the Contract that this provision, in whole or in part, cannot be separated from the other content. The contractual parties undertake to replace the invalid or unenforceable provision with a new provision that is as close as possible in its purpose and economic significance to the provision that should be replaced.
- Both of the Contractual Parties assume the risk of a change of circumstances pursuant to Section 1765 of the Civil Code.
- The Contractual Party explicitly confirms that the basic conditions of the Contract are the result of their negotiations and both of the Contractual Parties had an opportunity to influence the content of the basic Contract conditions. To exclude any doubt, the Contractual Parties exclude the application of the provisions of Sections 1799 and 1800 of the Civil Code (clauses on standard form contracts). The Contractual Parties declare that neither is the weaker Contractual Party.
- The Contractual Parties furthermore exclude the application of the provisions of Section 557 of the Civil Code.
- The User hereby agrees that the Provider is entitled to transfer (or encumber) its rights from this Contract, or the Contract as a whole, to a third party. The User is not entitled to transfer its rights from this Contract to a third party without the Provider’s written approval.
- The Contractual Parties do not want any rights and obligations inferred from existing or future practice established between the Contractual Parties or practices generally maintained or in the industry concerning the subject of the Contract to be above the framework of the explicit provisions of this Contract. In addition to this the Contractual Parties confirm that they are not aware of any business practices established between them up until now.
- Changes and additions to this Contract are only possible by written and consecutively-numbered supplements signed by both parties.