TERMS AND CONDITIONS
1. Objective of the Agreement
1.1. This Agreement defines the terms and conditions governing access to and use of the Service provided to the Customer and the provision of services by Climber described in this Agreement (data hosting, service maintenance and technical assistance).
1.2. This Agreement is exclusively intended to grant the Customer the use of the Service for the undersigned hotel.
2. Duration and Renewal
2.1. The agreement with Climber will come into effect on the date of the signature of the contract.
2.2. The contract is validated for 12 months, which will start counting after the first invoice is issued. This model contract has automatic renewal for equal and successive periods. If in the signed contract there is a reference to other contract durations, these will prevail to the detriment of this points.
3. Service and Solution Description
3.1. The Service includes access to the Customer described in the identification above with the Special Conditions of Use of the Climber Service.
3.2. Your right to use the Service is exclusive and non-transferable, with limited access and use.
3.3. The Service is accessible through the internet (cloud), outside the maintenance periods, twenty-four (24) hours a day, seven (7) days a week, Sundays and holidays included.
3.4. This access is obtained by using User profiles.
3.5. User profiles are personal and confidential, the disclosure of these profiles to third parties will allow Climber to terminate the Agreement without prior notice, without prejudice to any indemnification to which it is entitled.
4. Financial conditions
4.1. The agreed price as listed under “price” will be billed as per the timeframe indicated next to the price.
4.2. This proposal is no longer valid after the day defined under the “Valid until” on this contract.
4.3. The annual amount of the contract will be liable to the inflation defined by the Competent Authority.
4.4 As Climber is a SaaS (Software as a Service), the payment shall be done at the beginning of that period.
5. Maintenance and technical assistance
5.1. Technical assistance for the resolution of irregularities related to the Service or to the Solution will be in operation from Monday to Friday, from 9:00 to 19:00 (UTC +0). Any irregularity should be reported immediately via telephone (+351 211 450 670) or by email via support@climberrms.com. Climber undertakes to analyze the irregularity and to make every effort to correct it.
5.2. In the event of any critical irregularity preventing access to the Service or making recommendations, Climber will take action to the report of the irregularity within twelve (12) hours and offer an alternative solution within twenty-four (24) hours if the irregularity isn’t solved.
5.3. In the event of a severe irregularity in the display of information, Climber will take action to report the irregularity within twenty-four (24) hours and offer a workaround within forty-eight (48) hours if is not capable of correcting the irregularity.
5.4. In the event of any minor error, Climber undertakes to remedy the malfunction as soon as possible.
5.5. Climber cannot be held liable in the following circumstances:
5.5.1. Refusal of the Customer to answer questions about the detected irregularity and its resolution;
5.5.2. Misuse of the Service and the Solution outside its original purpose;
5.5.3. Implementation of software or operating systems not compatible with the Service;
5.5.4. Voluntary act of deterioration or sabotage;
5.5.5. Failure of electronic communications networks;
5.5.6. Damage caused by force majeure or improper use of the Service.
5.5.7. Maintenance operations must be performed after a notification period, and preferably outside working day working hours.
5.5.8. All updates and new versions will be explained to the Customer, and will not compromise the performance of the Service in terms of performance or functionality.
5.6. All updates and new versions will be explained to the Customer, and will not compromise the performance of the Service in terms of performance or functionality.
6. Data Processing – Intellectual Property – Confidentiality
6.1. The Confidential Information to be disclosed can be described as and includes: Invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
6.2. Parties agree not to disclose the confidential information obtained from the discloser to anyone unless required to do so by law.
6.3. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information. Any addition or modification to this Agreement must be made in writing and signed by the parties.
6.4. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
6.5. The Customer will remain the sole owner of the data transmitted to Climber, will warrant the accuracy of such data and certify that it is authorized to transmit such data to Climber and if the integration is hosted via Snapshot Marketplace, and will authorize Climber to transmit such data to Snapshot Marketplace under this Agreement.
6.6. Climber is and remains the sole owner of the intellectual property rights of all parts of the Service as well as the IT infrastructure implemented or developed under the Agreement.
6.7. The Customer agrees not to reproduce all or part of the Service or any documentation of the Service.
7. Duties and Responsibilities of Parties
7.1. Climber undertakes to make every effort to establish an efficient and optimal dynamic price grid, but it cannot under any circumstances be held liable if the goal of maximizing sales pursued by Customer is not achieved.
7.2. Climber shall not be liable in any way for any direct or indirect damages, including but not limited to loss of profits, potential loss, loss of business, loss of opportunity, loss of revenue or profit of the relationship or performance of the Service.
7.3. The Customer agrees to provide initial data (i.e. occupancy rate, monthly budgets and prices in prior years) and recurring data (i.e. the number of rooms available for the following 365 days).
7.4. Climber cannot be held responsible in any way for the destruction of data by the Customer or by a Third Party that has accessed the Service using a user profile.
7.5. Climber shall not be liable in any way for a breach of its obligations in the event of damage caused by interruption or reduction of service of a telecommunications operator, an electricity supplier, by an act of hacking directed at any of the Parties or, more generally, any case of force majeure, as defined in the case-law.
7.6. The Party recognizing such an event shall immediately inform the other Party. The suspension of obligations or the period between notification of the event and possible legal liability cannot be subject to late penalties or to the payment of damages.
8. Termination
8.1. The Parties may, by mutual agreement, revoke the Agreement at any time. If the client wishes to revoke the Agreement, he or she will do so via email to sales@climberrms.com.
8.2. If you wish to cancel the service, you must pay for the remaining period up to the end of the contract duration and give at least 90 days’ notice.
8.2.1. If in the signed contract there is a discount associated with the permanence during the contract period, and the customer wishes to leave before the end of this period, the customer must reimburse the monthly difference discounted in the months in which there was the use of the tool.
8.2.2. For contracts with variable billing, an estimate will be made based on the previous year (for calculation of the termination fine). If the hotel has no history about the previous year for the period referred to, an average of the months in which the client used Climber multiplied by the remaining months will be made.
8.3. In the event of termination, Climber will block the hotel login to the software at the moment the last payment is fulfilled.
8.4. Upon termination of the contractual relationship for any reason, Climber undertakes to destroy the data stored on its servers free of charge, at Customer’s request by registered letter with acknowledgement of receipt within fifteen (15) days after receipt of the letter.
9. General provisions
9.1. The invalidity, lapse or ineffectiveness of one or more of the provisions of this Agreement shall not affect the other provisions and effectiveness of the Agreement.
9.2. If Climber does not exercise its right under this Agreement, this does not in any way represent a permanent waiver by Climber of the right in question.
9.3. The Agreement is subject to Portuguese law, to the exclusion of any other jurisdiction.
9.4. The Parties agree that any litigation shall be submitted to the Courts of the District of Lisbon.
Last updated: 01/05/2021
