Article 1. Definitions
- Content: All content that the Client has placed or wishes to place on the website or other possible internet platforms, including but not limited to, all texts, graphics, photos and videos.
- Services: The services provided by Super Hospitality, including but not limited to, website design and development, web hosting management, registration and rental of domain names, digital marketing support, brand identity creation/modification and/or development and all other additional and support services mentioned on the Super Hospitality website.
- Packages: Super Hospitality offers its services in the form of set-up packages, and subscription based packages, of different type depending of the extent of services included in the package.
- Client: Any physical or legal person with whom Super Hospitality has concluded an agreement or to whom Super Hospitality has offered a service.
- Add-ons: Services provided as an optional extension to any chosen package offered on Super Hospitality website.
- Quotation: An already existing or specifically tailored offer of services and/or Super Hospitality package, intended for the Client, based on the information provided by the Client.
- Agreement: The agreement between Super Hospitality and the Client under which Super Hospitality provides services in the form of (existing or specifically tailored) set-up packages, subscription based packages and/or add-ons.
- Parties: The Client and Super Hospitality together.
- Terms: The whole of clauses as contained in these terms and conditions.
- Website: The Website developed by Super Hospitality for the Client.
- Super Hospitality: Registered in Kamer van Koophandel (Dutch Chamber of Commerce) in Amsterdam under number 55843077.
Article 2. Applicability
- These Terms and Conditions apply to all Agreements and to all legal actions between Super Hospitality and the Client, even when they may not result in or not related to an Agreement.
- If any clause of these Terms and Conditions is null and void or invalid, the remaining clauses of these Terms and Conditions will remain in full force. As regards the null or voidable provisions, in consultation with the Client a new clause replacing these shall be agreed, complying as much as possible with the purpose of the initial clause.
- Replaced terms are only part of the Agreement established between the parties if and in so far as this has been agreed in written form by both parties.
- “Written form” is understood in these Terms: documents on paper, but also electronic (computer) documents, such as e-mails.
- The Client agreeing and retaining an offer/quotation or giving confirmation on a service, related to these Terms and Conditions, shall be deemed to be in agreement with its application.
Article 3. Communication
- Any communication between Super Hospitality and the Client shall be by e-mail, by post or by telephone, except deviation provided in this Terms and Conditions and/or its Agreement. The version of the relevant communication stored by Super Hospitality is valid as proof thereof, except as Client’s counter-proof.
- Electronic communications shall be deemed to have been received on the day of dispatch unless otherwise proved by the recipient thereof. If the communication is not received due to delivery and/or accessibility issues of the Client’s email box, this is at all times at the Client’s risk. Neither is Super Hospitality liable for the consequences of incorrect information provided by the Client.
- Super Hospitality is not liable for damage resulting from incorrect understanding, interpretation or improper delivery and/or delays of electronic communication between Super Hospitality and the Client.
Article 4. Quotations
- All offers of Super Hospitality are free of obligation. Acceptance of Quotations or similar notices, whether or not named as such, does not oblige the conclusion of an agreement with the (potential) Client.
- Offers are valid until 14 days after sent over by Super Hospitality, unless stated otherwise in the Quotation.
- Each offer can be revoked by Super Hospitality. If Super Hospitality’s offer has not yet been accepted, revocation can be made at any time.
Article 5. Prices
- The prices charged by Super Hospitality are exclusive of VAT and other charges imposed by government, unless otherwise stated.
- Super Hospitality is entitled to increase prices at any time. Super Hospitality will inform the Client at least two months in advance of price changes. The Client has the right to cancel the Agreement at a price increase situation, subject to a notice period of one month from the date of informing on the tariff change. This right does not apply in the case of price increases resulting from increased costs for data communications, electricity and such costs that Super Hospitality passes on to the Client and in case of government recognized VAT increase or inflation correction.
- All costs arising from and out the Agreement shall be borne by the Client, unless otherwise agreed.
- If, inadvertently, Super Hospitality has invoiced a lower amount than agreed, the Client may receive an additional bill. If Super Hospitality has invoiced a higher amount than agreed, this will be settled or refunded.
Article 6. General Obligations Client
- The Client is obliged to fulfil its obligations under the Agreement as well as fulfil obligations which may be required by the Client on the basis of written and unwritten law.
- The Client is obliged to act in accordance with what may reasonably be required from a responsible, reasonable and careful Internet user.
- Due to Client’s obligation to comply with the Agreement, Client shall provide all information (text, images and other data) required for the execution of the Agreement in the Super Hospitality stipulated procedure and within the time limit specified by Super Hospitality. By providing the information to Super Hospitality, the Client declares that no copyright infringement or any other intellectual property right is made to third parties and indemnifies Super Hospitality for any consequences that may result from this.
- The ownership of such materials will remain with the Client, or rightful copy or trademark owner.
- By supplying images, text or any other data to Super Hospitality, the Client grants Super Hospitality permission to use this material freely in the pursuit of the design.
- Should Super Hospitality, or the Client supply an image, text, or any other file for the use in a website, presentation, print item, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Client will agree to allow Super Hospitality to remove and/or replace the file on the site. The Client agrees to fully indemnify and hold Super Hospitality free from harm in any and all claims resulting from the customer in not having obtained all required copyright, and/or any other necessary permissions.
- Text is to be supplied to Super Hospitality in electronic format as standard text (.txt), MS Word (.docx) or via e-mail/FTP or shared folder.
- Images which are supplied in an electronic format are to be provided in a format as prescribed by Super Hospitality via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and Super Hospitality will not be held responsible for any image quality which the client later deems to be unacceptable.
- Super Hospitality cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
- Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.
- Super Hospitality will not include in its Services, any text, images, or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by relevant advertising standard authorities. Super Hospitality also reserves the right to refuse to include submitted material without giving reason. In the situation where any images and/or data that Super Hospitality does not include in all good faith, and subsequently discovers in its contravention to such Terms and Conditions, the Client is obliged to allow Super Hospitality to remove the contravention without hindrance, or penalty. Super Hospitality is held in no way responsible for any of such data being included.
- If, for the execution of the Agreement, any necessary information is not available, in time or in accordance with the agreements, or if the Client does not otherwise fulfil its obligations and in consequence to its other obligations, Super Hospitality is entitled to suspend further execution of the agreement until the Client has fulfilled these obligations. The costs incurred in connection with the delayed delivery of services or the cost of performing additional work that may result from this situation may be incurred by the Client.
- The Client is obliged to act in accordance to law. The Client is obliged to abstain from dissemination of racism, child pornography, criminal data traffic and/or offensive messages in an unlawful and/or criminal manner, to access or attempting to acquire computer systems which he/she is not entitled to access, to access other hackers on the internet without permission, sending spam, including unsolicited sending of large amounts of email with the same content.
- The Client is obligated to act in such a way that other Clients and/or other Internet users are not bothered and/or damaged.
- The Client is at all times responsible for the use and contents of the services purchased by the Client and shall itself ensure adequate security and/or backup of data in its account, unless otherwise agreed by the parties in written form or by e-mail.
- The Client indemnifies Super Hospitality for third party claims if Client acts in violation of the terms of the Agreement and these Terms & Conditions.
- The Client is responsible for the use of the login information provided by Super Hospitality to the Client. Super Hospitality is not liable for abuse or loss of login data and assumes that Client is the one who logs through the Client’s credentials.
Article 7. Website Development
- At Website development, Super Hospitality is responsible for at least the following activities:
- Design and construction of a Website for the Client in accordance with a Proposal made by Super Hospitality and agreed upon by the Client;
- Availability of the Website in conjunction with a Client Management System (CMS) during and after the term of the Agreement in Subscription Form;
- When agreed, providing and/or Managing Web Hosting Services to the Client during the Term of the Agreement;
- When agreed, registration and Management of Domain Name(s) for Client, during the Term of the Agreement.
- Each Website has a fixed structure, consisting of fixed positions that can take (if chosen/purchased) add-ons. Within this fixed structure of each Website, the Client is entitled to make possible changes through Super Hospitality in agreement with Super Hospitality, and only when not exceeding agreed scope of work for such purpose.
- If the Client wishes to makes changes, other than relating to the aspects mentioned in the previous paragraph, and/or exceeding the agreed scope of work, Super Hospitality is entitled to charge additional hours to the Client.
- After the development of the website, the website will be set up on the basis of Client delivered Content.
- The Client must deliver the Content within 10 working days after the establishment of the agreement. If Client has not provided Content within the above-mentioned term, Client is responsible for the Website’s set up through the management system and the website is considered to be delivered. If the Client still wishes to set up the website by Super Hospitality outside the above mentioned term, Super Hospitality is entitled to deduct the hours to be used for this purpose, deducting the support credit as specified in Article 17 or in case of exceedance of the support credit to charge the additional hours to the Client.
- The Client must obtain any permission from the (possible) owner of the submitted content.
- Super Hospitality is entitled to place its logo or name at the bottom of the Website, unless otherwise agreed.
Article 8. Brand Identity
- At Brand Identity, Super Hospitality is responsible for a selection (based upon the agreement between Super Hospitality and the Client) of the following activities, which will, in total, be referred to as Brand Identity Materials:
- Design the Stationery, which refers to manufactured writing materials, including cut paper, envelopes, writing implements, continuous stationery and other office supplies, in accordance with a Proposal made by Super Hospitality and agreed upon by the Client;
- Design the Marketing Materials, which refers to printed pieces such as brochures to be used to market a business, in accordance with a Proposal made by Super Hospitality and agreed upon by the Client;
- Design the Logo, Brand Colors (RGB,CMYK) and (Complementary) Fonts Concepts for Client, in accordance with a Proposal made by Super Hospitality and agreed upon by the Client;
- Create the Brand Strategy & Audit (incl. all aspects of the Client’s business, connected to consumer needs, emotions and competitive environments) at the time of a particular operation;
- Create the Brand Style Guides, which refers to a key document to support the Client in consistent (visual) communication;
- All copyrights, Trademarks and other Intellectual Property Rights to the Brand Identity Materials including words, pictures, ideas, visuals and illustrations are exclusively owned by Super Hospitality, or any of its contractors, and remain property of Super Hospitality and/or its suppliers, unless specifically released in writing. A licence for use of the copyright material is granted to the Client solely for the project on a one-time only basis, defined in the scope or request and not for any other purpose such as modification, re-using, re-distribution or any way or form without the express written consent of Super Hospitality and any of its relevant sub-contractors, and only strictly in accordance with the restrictions and limitations set forth in these Terms and Conditions.
- If a choice of Brand Identity Materials is chosen for the Client’s project, only that solution is deemed to be given by Super Hospitality as fulfilling the contract. All other Brand Identity Materials remain the property of Super Hospitality, unless specifically agreed in writing.
- The Client may request in writing from Super Hospitality the necessary permission to use Brand Identity Materials (for which Super Hospitality holds the copyright) in forms other than for which it was originally supplied, and Super Hospitality may, at its discretion, grant this and may charge for the additional usage. Such permission must be obtained in writing before any of the Brand Identity Materials is used.
- Super Hospitality supplies proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request. Charges for Brand Identity Materials do not cover the release of Super Hospitality’s copyright design source files, including but not restricted to indd, psd, Al, png, fla or other source files or raw code; if the Client requires these files for transfer to an in-house or other designer, they will be subject to a separate quotation or ‘buy-out’ charge.
- The Client shall only use the Brand Identity Materials provided by Super Hospitality for such purpose, and as long as Super Hospitality has expressly approved them in writing. It may be withdrawn or terminated at any time by notice from Super Hospitality to the Client.
- The Client shall not use the Brand Identity Materials in any way that would be materially detrimental to or inconsistent with the good name, goodwill, reputation and image of Super Hospitality or Super Hospitality’s ability to achieve its objectives.
- The Client agrees that Super Hospitality holds no responsibility for any amendments made by any third party, before or after a Brand Identity Material is published.
- Super Hospitality is obliged to ask the necessary questions to gain an accurate brief from the client and to provide the client with briefing, planning and/or strategy document(s) to approve, prior to work commencing on the concept development of the items specified.
- The Client acknowledges that the responsibility lies with them in terms of brief accuracy providing amongst other things accurate sizing, content, material specs, answers to any brief questions around style, mood and objectives of each of the Brand Identity Materials.
- The Client acknowledges that failing to provide accurate information, changing information after the briefing document has been approved and design work has been undertaken and/or requesting additional services or changes that are out of scope of the project will be liable to separate charge.
- The Client will have two feedback rounds to review concepts. The Client acknowledges that feedback needs to be given in a period of 7 working days from any proof being provided, in order to meet deadlines and keep the work fresh in the mind of those working on it. Excess time spent by the Client considering designs or changes may result in Super Hospitality not being able to meet a deadline or fulfil its obligation in terms of design satisfaction guarantee.
- The Client will be provided with an Approval Form or Proof/Signoff Email, and an Invoice prior to final publication. At this time the remainder of the amount due will become payable and the Client will be required to sign and return the Approval Form or signify approval by email to Super Hospitality. Publication and/or release of work done by Super Hospitality on behalf of the Client may not take place before cleared funds have been received. Upon the receipt of the Client’s signed Approval Form or Proof/Signoff Email, Super Hospitality considers the project complete. Other services, e.g. printing, film work, website upload, which do not fall in the subscription package constitute a separate project and can be treated as a separate charge.
Article 9. Digital Marketing
- The Client acknowledges that Digital Marketing Services provided by Super Hospitality is/are not an exact science and that search engines, media services, platforms and providers are constantly changing and evolving, therefore Super Hospitality has no control over these changes.
- Super Hospitality will perform the Digital Marketing Services utilising best practice strategies and up to date techniques, and will make recommendations to best achieve the client’s goals, but cannot guarantee results.
- The Client must supply, reasonably on time, to Super Hospitality all required materials, and all other content, such as materials, login details and access to Client’s online platforms.
- Super Hospitality will endeavour to seek approval from the Client for material prior to publication, but this may not always be possible due to time constraints, deadlines and access to the appropriate authority.
- Super Hospitality will perform the Digital Marketing Services as specified in the Agreement or as agreed in written form with the Client, utilising the specified providers and/or platforms, for the specified term.
- The Client indemnifies, and agrees to keep Super Hospitality and its employees indemnified, against all loss arising from actions taken performing Digital Marketing Services.
- Super Hospitality cannot be held liable and accepts no responsibility for being unable to perform the Digital Marketing Services due to lack of Client resources. Nor is responsible for faults or defects in any service provided by third parties.
- Super Hospitality reserves the right to charge additional costs caused by the Client’s instructions, lack of instructions, interruptions, mistakes, work for which Super Hospitality is not responsible and changes to the requirements, expectations or hardware and software environment, and extra work required caused by faults or defects in any service provided by a third party.
Article 10. Third Party Software
- Super Hospitality may provide Third Party Software as part of the work. The Client acknowledges that:
- Super Hospitality has limited control over the functionality or operation of the Third Party Software;
- if the third parties provide data or other information related to use of the Software, Super Hospitality has no control over the accuracy or completeness of that information;
- Client accepts and must comply with the terms and conditions of the Third Party Software providers;
- Third Party Software providers may invoice the Client directly for ongoing costs relating to the use of the Software.
Article 11. Search Engine Optimisation (SEO)
- SEO Services may include page optimisation, content generation and link building.
- Super Hospitality shall develop a plan intended to increase the visibility of the Client’s Website(s) and improve the search ranking of the Website(s) in relation to search terms relevant to the Client’s business, and provide related program strategy and tactical recommendations.
- The Client acknowledges that the SEO Services will require modifications to the Website(s) which may include changes to site titles, metadata, copy, structure, links, and other factors that influence higher index visibility and keyword ranking.
- The Client will be responsible for providing appropriate personnel to work with Super Hospitality to implement the recommendations provided as part of the SEO Services.
- Super Hospitality will use reasonable endeavours to improve the position of the Client’s search engine results, but, do not guarantee any specific placement or higher placement on search engine results.
- Super Hospitality will have no liability for any changes in position of the Client’s website on search engine results and the Client acknowledges that Super Hospitality has no control over the policies of search engines with respect to the type of website and/or content that they accept or the way in which websites are ranked either now or in the future.
- Where Super Hospitality recommends that the Client takes certain technical actions in order to allow Super Hospitality to provide the services then the Client agrees to implement such recommendations. Where the Client fails to do so it acknowledges that Super Hospitality will not be liable for failing to perform such services.
Article 12. Email Marketing
- Super Hospitality may provide email services utilising an agreed service provider.
- The Client warrants that:
- The Client has consent from the recipients to receive email messages sent by Super Hospitality and/or the Client;
- the message is directly related to the primary purpose for which the Client’s email account(s) was/were recorded;
- the email will contain accurate information about the Client that authorised the sending of the message and how they may be contacted;
- the Client authorises a functional unsubscribe facility to allow the recipient to opt out from receiving future email messages. Any opt out received must be honoured within 5 business days.
Article 13. Social Media Management
- Social Media Management services may include social media review, analysis and strategy development; social media campaigns, content creation, client engagement and/or profile management for Facebook, Instagram, Twitter, LinkedIn or other social media platforms; social media analytics; social media policy.
- The Client will provide the access to their social medial accounts or permission for Super Hospitality to set up accounts on Client’s behalf.
Article 14. Online Advertising
- Online Advertising services may include Search Engine Marketing (SEM), Social Media Marketing (SMM) and Pay-Per-Click (PPC).
- Unless otherwise agreed, Super Hospitality will utilise their professional account(s) to engage the appropriate third party provider e.g. Facebook, Google.
- In the event of a cancellation of Online Advertising services Super Hospitality agrees to provide the client with a full account export if requested. Super Hospitality reserves the right to retain Super Hospitality’s intellectual property in the account design and optimisation techniques hence Super Hospitality does not provide access to the account.
Article 15. Tracking, Analytics and Reporting
- The Client shall provide its reasonable cooperation with respect to efforts made by Super Hospitality to improve the tracking and reporting of relevant information including but not limited to the number of website visits and sales conversion data and/or purchases made or registrations submitted.
- Reporting shall take place in accordance with the Agreement. If no method of reporting has been specified, reporting shall be in English and in accordance with the standards of best practice. If a reporting medium has not been agreed, Super Hospitality shall provide a report as a PDF, Microsoft Word, or Microsoft Excel format.
Article 16. Photography and Videography
- Photography and/or videography services may be included on Client’s demand as agreed on the Agreement.
- Prior to services execution and in agreement with Super Hospitality, the Client provides information regarding:
- kind of photo/videography service (food, architecture, interiors, events, etc.);
- number of photo/video-shooting sessions (one or more, and time-frame);
- date and time of the photo/video-shootings;
- duration of the photo/video-shootings;
- number of images/videos to be delivered;
- format of images/videos to be delivered (web and/or print ready);
- deadline for the images/videos to be delivered.
- Final date/time of the photo/video shooting will be aligned and confirmed by Client and Super Hospitality, 14 days or as otherwise agreed, prior to execution of such services.
- Client must be present on the photo/video-shooting session. In the event that Client is not able to attend, the Client is responsible to provide a representative or entitle Super Hospitality to represent the Client. In the event Super Hospitality represents the Client on the photo/video-shooting, the Client entitles Super Hospitality to make any decisions and/or changes related to such services in the name of the Client, based on the agreement referred to in paragraph 16.2 of this article. In the event Super Hospitality represents the Client, additional costs may be charged.
- Photo and/or video materials will be delivered once the photo/video editing process is completed. In agreement with the Client, material can be delivered in web-ready and/or print-ready formats.
Article 17. Support after set-up package, subscription based package and/or quotation
- The credit to which Client is entitled after delivery of the Website and other services, as stated in paragraph 2 of this article.
- The support is located remotely by telephone or online and covers the following activities that Super Hospitality can perform:
- Uploading Content on the Website;
- providing (Telephonic) Training to the Client in the proper usage of the management system (CMS);
- customizing the Website or other online platforms, relating to the aspects mentioned in Article 7 paragraph 2;
- providing Client Advice to Online Marketing and within the context of using the Website.
- The support credit is half an hour and cannot be accumulated.
- Support credit is charged at the rate of € 75, – per hour.
Article 18. Delivery Process
- Upon conclusion of the Agreement, Super Hospitality will contact the Client by telephone or digitally. If Client has not yet provided the necessary information for the Services, Client must provide the required information within 7 working days of the conclusion of the agreement. If, despite contact attempts, the required data is not received from the Client within the above-mentioned term, Super Hospitality assumes that Client has left the decision regarding Services to Super Hospitality. Super Hospitality is then entitled to an initiative on its own.
- On the basis of Client’s information, Super Hospitality will send a Proposal to the Client by e-mail. The Client hereby has the right to 2 review rounds, only in the case that changes to the Proposal are communicated within 7 working days to Super Hospitality. These adjustments must be provided in written form by the Client as accurate as possible. If, within the above-mentioned term, Client has not submitted any adjustments to Super Hospitality, the Proposal shall be deemed approved.
- After approval of the Proposal, the development of Services will take place. After development of the Services, the Services will be delivered, whether or not content has been provided by Client. After the Services have been created, the Services are available for testing and final sign off within test environment and a link will be provided to the Client by e-mail. The Client also has the right to 2 review rounds, in which case the adjustments relating to the aspects mentioned in Article 7, paragraph 2, must be communicated to Super Hospitality within 7 working days. These adjustments must be provided in written form by the Client as accurate as possible. If, within the above-mentioned term, Client has not requested any adjustments to Super Hospitality, the Services are automatically considered as being delivered and Super Hospitality will provide the Client with access data to the content management system.
- The Services are deemed to be delivered if the Services are made available to the desired platforms, without prejudice to the clauses of the preceding paragraphs of this article.
- Super Hospitality is entitled to charge credit hours spent in case the Client:
- asks Super Hospitality to add more pages to Content on the website;
- uses more than two revision rounds to provide changes as specified in paragraphs 2 and 3 of this article;
- submits changes beyond the agreed term, as stipulated in the previous paragraphs of this article.
- The delivered (subscription based) Services will receive updates from Super Hospitality every month. Major changes are not part of the package and are settled by support credit fee (see article 17.4).
Article 19. Use of Website
- The website is made available to the Client through subscription form for a minimum of one month.
- The property of the website belongs to the Client. The Client obtains the exclusive, non-transferable right to use the Services. Super Hospitality only transfers the Services when Super Hospitality ceases to exist.
- For the use of the Services, Client is liable to monthly subscription fees and, when applicable, any additional costs (hereinafter referred to as “invoice amount”), if the Client has taken certain Add-ons or Services that require additional costs.
- The Client is not entitled to apply, use, or copy any variant or derivative of the design without the written permission of Super Hospitality or (elements of) the design within other designs or works.
- If Super Hospitality advises to enable a particular provider or other service provider for the purpose of functioning of the Services, Super Hospitality is not liable if this service provider fails to fulfil its obligations.
- If and to the extent that this improves the quality, Super Hospitality is entitled to transfer the subscription to a third party. Any additional costs associated therewith shall be borne by Super Hospitality, unless otherwise agreed.
Article 20. Webhosting and Domain Name Registration
- The Client is responsible for purchase and ownership of the domain and hosting. Super Hospitality acts as a mediator and provides technical support.
- Super Hospitality will supply to Client credentials for domain name registration and/or webhosting that Super Hospitality purchased on Client’s behalf when Client reimburses Super Hospitality for any expenses that Super Hospitality has incurred.
Article 21. Payment
- Payment of the invoice amount must be made up to 14 days after the invoice issue date.
- The Client is obliged to pay a 50% deposit of the total set-up and Package costs upon agreement of the offer. After completing the Services, the remaining amount, – other 50% – is invoiced, prior to final publication of website and brand identity materials, as stated in 8.13 of this Terms and Conditions.
- Subscription costs will be charged on the first day of the subscription month by invoice, or through an authorized, by the Client, direct debit (AcceptGiro) from the Client’s account.
- If payment is made by direct debit but the debt collection is impossible, for example due to insufficient balance on the Client’s account or incorrect provided account number, Super Hospitality is entitled to charge € 2.50 for administrative costs by each non-successful direct debit.
- If the monthly subscription fees or the invoice amount are not paid by Client within the agreed term, the Client is declared by law in default and Super Hospitality is entitled to:
- charge the legal interest on the outstanding amount to the Client, from the date on which payment had to take place until the date on which the amount due was received by Super Hospitality without further notice;
- transfer to a third party the debt collection request after notice of default. The Client shall compensate all costs that must be incurred in order to collect the amount due, including, inter alia, costs of legal assistance, litigation costs and extrajudicial costs.
- If Client does not pay an invoice amount within the agreed term, and is already in default, Super Hospitality will send a payment reminder. Super Hospitality sends the payment reminder in the same way as the invoice. Super Hospitality is entitled to charge an amount of at least € 25 administration fee for each payment reminder sent to the Client.
- If Client does not pay an invoice amount within the agreed term, Super Hospitality is entitled – without right to damage compensation for Client that may occur – to suspend compliance with its obligations – for example, by making the Services inactive or discontinuing current Services – until the Client has fully complied with all its obligations towards Super Hospitality.
Article 22. Agreement and delivery
- The Agreement is established when Client has signed the Quotation or has agreed electronically.
- After acceptance, the Agreement may only be amended with mutual consent. For changes to these Terms, see Article 28.
- The subscription based package Agreement is established for a minimum term of 1 month. Unless otherwise agreed in written form, the Agreement will be extended tacitly with a period of one month in the absence of a written notice in time for a notice period of one month.
- If and to the extent that proper execution of the Agreement requires this, Super Hospitality has the right to perform certain activities by third parties.
- When services are performed on request or with any other prior agreement of the Client, which are beyond the scope or content of the work agreed in the Agreement, the Client will be invoiced by Super Hospitality at the usual rates of Super Hospitality. Super Hospitality is not obligated to comply with such a request and may require that a separate written agreement is concluded for this purpose.
- Specified terms of delivery provided by Super Hospitality are an indicative term, unless stated explicitly in written form that it concerns a deadline. If the agreed delivery time is exceeded or if the agreed delivery time is likely to be exceeded, Super Hospitality will notify Client as far as this is possible.
- If the exceeding of an agreed delivery period is due to circumstance(s) beyond control, as stipulated in Article 26, the agreed delivery time will be extended throughout the time such circumstances lasts. Super Hospitality is in this case subject to suspension – also entitled to terminate the Agreement in whole or in part without being liable for damages.
- Exceeding agreed delivery times by any reason does not entitle to damage compensation unless otherwise agreed in written form on the Agreement.
Article 23. Availability data and systems
- Super Hospitality makes backups of the system for its own use. The Client cannot derive any rights to the backups, or to the fact that backups are made.
- Super Hospitality will strive to keep the software used up to date. Super Hospitality is however dependent on its supplier(s). Super Hospitality is not allowed to install certain updates or patches if, in its opinion, it does not serve to a correct delivery of the website and/or its Services.
- Super Hospitality has the right to use Third Party Software and components, including open source software, in the development of the website.
- Super Hospitality is entitled to customize its systems, including Client’s website or portions thereof, from time to time to improve functionality and fix errors. If an adjustment results in a significant change in functionality, Super Hospitality will strive to inform the Client. In the case of adjustments that are relevant to multiple Clients, it is not possible to take into consideration a particular adjustment concerning a sole Client. Super Hospitality is not liable for any compensation for damage caused by such adjustment.
- Super Hospitality has the right to temporarily set its systems, including Client’s website, or any portion thereof, out of use, for the purpose of maintenance, adjustments or improvement. Super Hospitality will try to make such actions as much as possible outside office hours and make efforts to inform the Client in advance of the planned out-of-service. However, Super Hospitality is never liable for damages and damage compensation in relation with such out-of-service circumstance.
- Super Hospitality will strive to inform the Client in case of the unavailability of external systems, network connections or other relevant matters for the website and its services.
Article 24. Liability
- Super Hospitality accepts legal obligations for damages only to the extent exposed in this article.
- Liability for Super Hospitality for indirect damage, including consequential loss, loss of profits, lost savings, loss or inaccessibility of Client’s data and damage due to Client’s stagnation is excluded.
- Super Hospitality cannot be held liable for damage to the Services or otherwise which is caused by third parties using the Internet facilities provided by Super Hospitality to the Client, such as – but not exclusively – by spam, viruses, Hacking efforts etc.
- In addition to the cases mentioned in paragraph 2 of this article, the service provider shall not be liable for any damages, regardless of the basis on which an action for damages would be based.
- Super Hospitality’s liability for accountable shortcomings in the performance of the Agreement will only be incurred if Client declares Super Hospitality is in default, by written notice immediately and with validity, setting a reasonable period for rectification of the defect, and when Super Hospitality continues, after the deadline, to fail to comply with its obligations. The notice of default must contain a detailed description of the shortcomings so that Super Hospitality is able to respond adequately.
- The Client indemnifies Super Hospitality of liability towards all third-party liability claims as a result of a defect in the website or system or other service or product delivered to the Client by Super Hospitality, which included products, materials or results delivered by Super Hospitality.
- The condition to be able to claim any right to damage compensation is that the Client notifies Super Hospitality in written form of the damage as soon as possible, but no later than one month after the date of its creation. Damage caused notified beyond such term to Super Hospitality shall not be eligible for compensation unless the Client proves that he/she has not previously been able to report the damage.
Article 25. Dissolution of the Agreement
- The Client waives all rights to termination of the Agreement or other legal clauses, unless enforceable clauses contravene and to the extent that the other clauses of these terms and conditions grant the Client such a right.
- In the event that the Client cancels the service provided to him/her after the service confirmation by the Client has already been received by Super Hospitality, Client is obliged to reimburse all costs already incurred to Super Hospitality. These costs will in any case consist of compensation for the costs already incurred by Super Hospitality, performed work and hours spent on the assignment based on the Super Hospitality hourly rates applicable at the time of cancellation. Client payments will be deducted from this.
- The Client indemnifies Super Hospitality for any third party claims arising from the cancellation of the Agreement.
Article 26. Force Majeure
- Super Hospitality is entitled to suspend compliance with its obligations if circumstances beyond Super Hospitality’s control prevents compliance by Super Hospitality with the agreement. The client, on the other hand, is not authorized to dissolve the agreement as a result.
- Circumstances beyond Super Hospitality’s control in relation to the agreement are understood to mean all matters which fall under law and jurisprudence, as well as technical failures that fall outside the scope of Super Hospitality.
- As a result of circumstances beyond control, the Client is not authorized to hold Super Hospitality liable for loss/downtime loss, non-availability of the Services and/or loss of data and/or for loss of revenue due to technical or other malfunctions.
- If the force majeure has lasted more than ninety days, each party shall be entitled to terminate the Agreement without any liability for compensation for the Parties.
Article 27. Intellectual Property Rights
- Super Hospitality guarantees that the Services and/or website provided by Super Hospitality do not infringe Dutch patent rights, copyrights, model rights and/or other intellectual property rights of third parties.
- If, however, Super Hospitality acknowledges, or the court rules in a lawsuit, in a decision no longer appealing, that a Super Hospitality case violates third party rights as intended herein, Super Hospitality will, at its discretion after consultation with the Client, replace the case in question with a case which does not infringe the right in question or acquire a licensing right in the matter or withdraw the case in question against repayment of the price paid for it, minus the normal depreciation charges, without being held for further damages.
- The Client, however, loses the right to the performance referred to in paragraph 2 if he does not inform Super Hospitality on time and in accuracy of claims of third parties as previously mentioned in this article, as a result of which Super Hospitality has also been unable to defend matters properly.
- It is not allowed to sell, distribute, copy or make available the Services provided by Super Hospitality, unless otherwise agreed.
- If the Client acts in breach of the provisions of Article 27.4, the Client owes a direct due fine of € 10,000,- and an additional fine of € 500,- per day for each day that the violation continues with a maximum of € 50,000,-.
- Super Hospitality is entitled to take technical measures to protect its rights.
Article 28. Modification of Terms
- Super Hospitality is entitled to change or supplement these Terms at any time.
- Changes also apply to agreements already established subject to a term of 30 days after publication of the change on the website of Super Hospitality or by electronic notification to the Client, unless otherwise stated.
- If Client does not object to the change in the Terms and Conditions within one month of the date of publication, Client is deemed to have accepted the change. If, within one month after the date of publication of the notice, Client has a grounded objection with the alteration of the Terms, it constitutes a ground for termination of the Agreement by the Client.
Article 29. Confidentiality
- The parties are obliged to keep confidentiality upon all information that they have obtained in connection with the conclusion and execution of the agreement and upon information which they know or may have suspected to be confidential.
- Each Party shall take all reasonable precautions to keep confidential information received from the other Party in confidentiality.
- The Parties shall ensure that their employees and other persons who, under their supervision, are involved in any way in the performance of the Agreement, are subject to confidentiality as referred to in this Article.
Article 30. Complaints and Disputes
- Only Dutch law applies to the Agreement concluded between Super Hospitality and the Client. Disputes arising from the agreement will also be settled under Dutch law.
- Any disputes will be settled by the competent Dutch court, though Super Hospitality is entitled the power to bring a case before the competent court in the place where Super Hospitality is located, unless the canton court is competent in this regard.
- All legal relationships between Client and Super Hospitality are under Dutch law. In case the Client has a complaint, this must be reported in written form or electronically within two months at Super Hospitality.
- Super Hospitality will respond to the complaint within 30 days. In case of prolongation of answer, Super Hospitality will inform the Client in time.
- If the Client disagrees with the handling of the complaint by Super Hospitality, it is authorized to enable the Disputes Committee. The client must first mention the complaint to Super Hospitality.
- Super Hospitality is authorized to submit, in consent with the client, a dispute to the Disputes Committee. If consent is not granted, Super Hospitality may submit the dispute to the court.
- The Disputes Committee will deal with the complaint in accordance with its Rules of Procedure. The decisions of the Disputes Commission are binding.
- If the dispute referred to in article 30.6 has been submitted to the court, the judge may invalidate one or more articles of these terms, the remaining provisions of these Terms and Conditions shall remain in force and Super Hospitality and the Client will meet in consultation in order to comply with new clauses replacing the null or void clauses, with as much as possible observing the purpose and purpose of the null or void provisions.