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1. Offer and Contract
1.1 The current General Terms & Conditions apply to all contracts between WPP-ChannelManager and its clients. No modification whatsoever is valid, unless it has been explicitly agreed in writing.
1.2 None of the clauses of the Client’s own General Terms & Conditions applies to WPP-ChannelManager`s offers or contracts.
2. Prices and Payment
2.1 The structure of the price due for the utilisation of WPP-ChannelManager is shown on the website www.webpmspro.com.
2.2 WPP-ChannelManager reserves the right to modify its current prices, by informing its clients in writing at
least three months before the date of their modification.
2.3 If the client does not agree with the new prices announced conform to clause 2.2, he has the right to inform WPP-ChannelManager in writing within a maximum of seven business days, starting with the date of receipt of the letter mentioned in clause 2.2, of his intention to cancel the contract as of the date on which the new prices will be applied.
2.4 The fixed subscription amount for WPP-ChannelManager will be collected once a year. The annual amount is due for the first time at the moment of subscription.
2.5 In order to use the the WPP-ChannelManager service, the client needs to purchase points. These points can be purchased in multiples of 500 in the WPP-ChannelManager screen available for this purpose. One point is worth one night in a room.
2.6 The Client accepts that WPP-ChannelManager communicates with him by e-mail except for
communications as described in clauses 2.2, 5.2, 6.1, 6.2, and 6.3.
2.7 If for any reason, after the activation of the service, a WPP-ChannelManager employee should have to go to the client’s office or that of one of its partners at the request of the latter, the work will be invoiced, taking into account the number of hours spent as well as the travel and lodging expenses incurred.
3. Confidential information
3.1 Each party guarantees that all confidential information received from the other party will remain confidential. All information received is considered confidential unless it has been marked explicitly nonconfidential.
4. Non-hiring clause
4.1 For the duration of the contract between WPP-ChannelManager and the Client as well as for the duration of one year after its expiration, each party will abstain from hiring any employee from the other party who has contributed to the execution of this contract, unless an agreement in writing has been reached on this subject.
5. Duration of the contract
5.1 Unless stipulated otherwise in writing, the minimum duration of contracts with WPP-ChannelManager is one year.
5.2 Contracts with WPP-ChannelManager are tacitly renewed at the end of their initial period for a period of the same duration, unless one of the parties cancels the contract by informing the other party, in writing, at least three months prior to the expiration date of the relevant period
6. Cancellation
6.1 In case a party fails to fulfil one of its obligations resulting from the contract between WPPChannelManager and the Client the other party will be entitled to terminate the contract if within 30 days after sending a notice of default by registered mail, this notice has remained without effect.
6.2 WPP-ChannelManager will have the right to terminate the contract with the Client, by registered mail, with immediate effect, without accusing the Client of breach of contract and without giving up its rights to claim damages and interest to be paid by the Client, in case of serious misconduct or serious neglect by the latter.
6.3 WPP-ChannelManager will have the right to terminate the contract with the Client, by registered mail, with immediate effect, without accusing the Client of breach of contract and without giving previous notification by sending a registered letter in case of bankruptcy, Chapter 11 or liquidation of the Client.
6.4 WPP-ChannelManager cannot be held responsible for possible harm done to the Client or third parties because of its cancellation of the contract with the Client.
6.5 All claims, whether already invoiced or not, due at the moment of cancellation of the contract, will have to be paid immediately upon such a cancellation.
7. Responsibility
7.1 Under no circumstance, can WPP-ChannelManager be held responsible for the exactness and completeness of information delivered or entered by or at the request of the Client. The Client is exclusively responsible for the information thatWPP-ChannelManager will save in its database and that will be shown to tourists in the screens of the reservation platforms, with which the Client wishes to be connected.
7.2 The responsibility for the exactness of the information rests exclusively with the Client, even if WPPChannelManager has entered the information, at his request and cost.
7.3 Under no circumstance can WPP-ChannelManager be held liable for the non-availability of an item that is part of a reservation made through the WPP-ChannelManager. Possible damages resulting from such non-availability can never be charged to WPP-ChannelManager.
7.4 The Client is the exclusively responsible for the installation and the proper functioning of the
telecommunication connection between his office and the WWW (Internet). The bandwidth of this link, as well as its availability invokes under no circumstances the responsibility of WPP-ChannelManager. More specifically, WPP-ChannelManager can never be held responsible for any interruptions of this telecommunication connection.
7.5 The liability of WPP-ChannelManager with regard to the Client is limited to cases of malicious intent or gross negligence.
7.6 WPP-ChannelManager is not responsible in case of delay and/or partial or complete outage of its service if this is due to force majeure. In such cases, the Client cannot claim any damages.
8. Information protection
8.1 The Client commits itself to respect the laws and regulations regarding the protection of data of the country concerned. He commits himself to inform WPP-ChannelManager of any amendments to such laws and regulations known to him.
8.2 The Client guarantees that the information that is stored by him or, at his request, by WPPChannelManager, has been treated in accordance with the prevailing law. He guarantees that WPPChannelManager will be protected at all times against all complaints or actions by third parties, made against WPP-ChannelManager regarding their data privacy rights.
8.3 Unless otherwise explicitly agreed upon in writing by the Client, WPP-ChannelManager is authorised to mention the Client’s name as such in its website.
9. Performance
9.1 WPP-ChannelManager will do its best in the framework of its obligation with respect to the Client, to assure the availability of the service of its product to the client.
10. Payment
10.1 Payment of the annual subscription fee for the service of WPP-ChannelManager should be made one year in advance, by credit card, in the screen available for this purpose in the WPP-ChannelManager.
10.2 The purchase of points, necessary to be debited for room reservations, should be done by credit card, in the screen available for this purpose in the WPP-ChannelManager.
11. Putting into service
11.1 Upon registration, the Client obtains 10 bonus points, allowing him to evaluate WPP-ChannelManager. Once this start-up bonus has been used, the service of the product will be automatically suspended.
11.2 WPP-ChannelManager will reactivate the service of its product after the initial annual fee has been paid and the client has purchased a first quantity of points.
11.3 As soon as the remaining quantity of points is depleted, the service will automatically and with immediate effect be suspended. Additional points can be purchased in the screen available for this purpose in the WPP-ChannelManager.
12. Use and Maintenance
12.1 Payment of the annual fee and purchase of points, as described in clause 11.2, entitle the Client to use WPP-ChannelManager. 12.2 The right to use WPP-ChannelManager is not linked to the number of terminals the Client uses. It is linked only to the contract made between the Client and WPP-ChannelManager.
12.3 The right to use WPP-ChannelManager can, under no circumstance, be transferred or let to a third party. The Client is not authorised to rent, lease or sub-licence, to alienate, confer limited rights or make available to third parties the right or the WPP-ChannelManager in any way or for any purpose.
12.4 WPP-ChannelManager, in its effort to continually make WPP-ChannelManager more user friendly and powerful, will make updates available to its product on a regular basis. The cost for these updates is included in the subscription fee which WPP-ChannelManager charges the Client once a year.
13. Guarantee
13.1 WPP-ChannelManager cannot guarantee that its product will function without fault or without interruption nor that all problems encountered by the Client will be resolved.
14. Partial invalidity
14.1 In case one or several clauses of these General Terms & Conditions are not applicable or are cancelled, the other clauses will remain in force. The cancelled clause or the one that was not applicable will be replaced by mutual agreement between WPP-ChannelManager and its Client by a clause that serves imperatively the same purpose as the one it replaces.
15. Law and place
15.1 The parties will make their best effort to resolve amicably any conflicts arising from the interpretation or the execution of this contract.
15.2 German law applies to these General Terms & Conditions.
15.3 Any conflict, resulting from these General Terms & Conditions not solved amicably, will be submitted to the Amtsgericht Mosbach,Germany and, as a last resort, to the Landgericht Mosbach, Germany.
15.4 This version of the General Terms & Conditions is a translation of the original which is in the French language. In case of conflict between the translation and the original, the latter will prevail.
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