General Terms and Conditions for End-Users of Clock PMS Labeled Software


Last modified: 27 th March, 2014



Welcome to Clock Software!


Thank you for using our Software, Subscriptions and Support!

For brevity only, we will call our Software, Subscriptions and Support (“Products”). Products will mean each or all of them.

We (“we”, “us”, “our”) are Clock Software Ltd., with a registered office 27 Redcliffe Gardens, London, SW109BH, United Kingdom and company number: 08008667, including our Sales Agents.

If you are an End-User we provide the Products to you. By using our Products you agree with the provisions of the present General Terms and Conditions of for Clock PMS labeled software (the “Terms”). Please read them carefully and check for updates regularly. If you use the Products on behalf of a business or other legal entity, that business or entity accepts the Terms.

By subscribing our Products you agree to hold harmless and indemnify us and our affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Products in violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

Certain Products or Product features may require acceptance of additional terms. Where applicable, such terms shall be provided to you. Such additional terms shall be an integral part of these Terms and vice versa. In case of contradiction between these Terms and the additional terms, the relevant additional terms shall prevail.



Common definitions


You are an “End-User” if you are licensed to use the Software but not to distribute it.

“Sales Agents” are each and all third parties, contractually entitled by us to promote our Products and/or provide Support.

If not stipulated otherwise in the relevant section of these Terms or in the specific End-User Subscription or End-User Agreement, “Software” means the Clock PMS labeled software products installed and operated on hardware under our control and provided to you via Internet, as well as the software updates and the relevant interfaces. The term Software also includes the associated documentation (Software user manuals, reference manuals, inline help resources or parts of them) published on-line by us under these Terms or under the relevant Subscription, which documentation might be updated periodically.

„License” is a personal, non-exclusive, non-sub licensable and non-transferable right to use the Software.

“Subscription” is our undertaking to grant you a combination of License and/or Support under standard terms and conditions.

"End-user agreement” is any individual agreement made by and between you and us, which grants you a Subscription under terms different from those published at our web site.

"Period” is the period of your Subscription and/or End-User Agreement.

“Support” are any and all services, delivered by us or by our Sales Agents to you personally or electronically in respect to our Software, which include, but are not limited to, training, maintenance, remedy of malfunctions, training videos, product articles, inline assistance resources, knowledge database records.

“Support Terms” are our terms and conditions for provision of support services related to Clock PMS labeled software, including those relevant to the initial implementation of our Software, which are published at the Support page of Our Web Site and which might be from time to time updated.

“Our web site” shall be published and made available for you online at www.clock-software.com.



Accounts, Subscriptions and End-User Agreements


Should you want to subscribe our Products for the operations and management of business units (hotels, accommodation units, restaurants, etc.) or for receiving bookings, you shall open an account with us and sign up for some of the available Subscriptions (free or paid). Each Subscription will grant access to our Products for a named period of time. You will not be able to use our Products without a Subscription, including not being able to access the data recorded prior to the expiration of your last Subscription.

Your Subscription defines how you can use our Products. Basic details of the available subscription plans are provided at our web site. You are entitled to use our Software only within the scope of your License (as to licensed person, licensed premises, restrictions to use, service limits, etc.).Some of the Product features described on our web site may not be included in your Subscription. The exact scope of the features, and the product limits included in your License are stated clearly in your account. If you’d like to add or remove features to/from your Subscription you shall cancel your existing Subscription and choose a different one.

After a particular Subscription expires you can renew it or choose a different one. Your Subscription may also be automatically renewed if you have agreed so in your account.

Some of our Product features may require you to have active accounts for services and/or licenses for software provided by other vendors, for example a Facebook account, current representation agreement with an online travel agent, a PayPal account or a Microsoft Office license.

Our Subscriptions and Licenses are subject to respective Software's system requirements. You shall use our Software only on hardware, operating systems and technical devices which meet our System Requirements, as published at Our Web Site. Please, check them regularly as they might be updated from time to time..

You are only entitled to use our Software through the user interfaces or data exchange interfaces and by following our instructions and policies. You may not use our Software in ways not permitted by the law. If you violate those rules we may suspend or terminate provision of our Products to you and you will be solely liable for such unlawful use in front of any state authority or third party.

In occasional cases, for example if you subscribe to use our Products for a large number of business units, we may execute an End-User Agreement wit you.



Modification and termination of existing Subscriptions


As we are working constantly to improve our Products, we shall be entitled to introduce new or to modify existing Subscriptions, including their License or Support limits. If we do so, we will inform you in writing.

If we modify a free Subscription you have been granted, the updated Subscription terms and License/Support limits will become effective immediately. If we modify a paid Subscription you have been granted, the updated Subscription terms and limits will become effective to you upon the expiry of your active Subscription or End-User Agreement. If you do not agree with the modified Subscription terms or limits, you can choose a different Subscription after the current Subscription expires or discontinue the use of our Products.

You can discontinue the use of our Products at any time. If you do so, we will be very sorry to see you leaving. However, whether you are using a paid or a free Subscription, we will not reimburse any paid fees for the remainder of the paid Period. In such case we shall be entitled to continue to store contents of your account, including the data inside for an unlimited period of time but without providing access to these contents to our employees or to any third parties.

In some very unlikely cases of misuse of our Software for which you have been notified but have not taken action, including but not limited to, continued misuse of our interface or of extraordinary volume of requests from your IP/to your account, we remain entitled to suspend or terminate provision of our Products or Subscriptions to you.



Copyright


We and/or the other companies within the Clock group of companies are exclusive holders of the title in and the copyright to the Software and/or the Products. Any other contents, including any data, visualized at our web site or within the Software, may also be copyright-protected and belong to us, to our affiliates or to third parties. By using our Products, you shall not have any title or intellectual property, neither shall you have the right to use that content or data for any purposes other than using the Software.

When the title in and the copyright to Software and/or Products is not our exclusive property we guarantee we have been duly entitled to distribute the said Software and/or Products, including the rights to grant to you Subscription and/or End-User Agreement, and we will remain so entitled without any limitations for the entire period of your Subscription and/or End-User Agreement.

Your Subscription does not prevent or restrict us to grant Subscriptions or Licenses to any third parties to use our Products. Providing Software and Subscriptions is and shall always remain an exclusive right of ours.

We shall remain entitled to protect our copyright by any technical or other means, including deactivation of your Subscription or banning of requests from your IP in case of repeated/continuous misuse.

“As-it-is’ license and modification of the Software

By using our Software you understand and accept that we have developed it as uniform and serial Products for the general public, not for you in particular. The Software is distributed under Clock group’s trademark and titles.

As we are working constantly to improve our Products, we and shall be entitled to add, modify or remove certain features to/from the Products at any time. However, although we always appreciate suggestions and improvement ideas, we shall not be obliged to implement any changes or modifications to our Products, including to the extent permitted by law fixture of possible Software bugs. If we stop providing a particular feature, we will try to notify you in advance within reasonable time. The modification of the Products remains an exclusive right of Clock group.

If you submit feedback or suggestions about our Software or Products as a whole, we may use your feedback or suggestions without prejudice, entering into no obligation to you. We are entitled to use your feedback, feature requests and other ideas and/or recommendations for extending or improving the functionality of the Products. In such an event you are not entitled to any reward and/or compensation and/or share of the copyright.

Update of the Products

We will modify and update our Products by releasing new versions. We will run these new versions on our technical means, so the next time you log in to your account you will be using the new version of our Products. The updating of the Software may cause short interruptions of your access to your account, which we will always try to minimize. We will try to notify you for any such planned procedures when it is possible and reasonable.

Actions which you are not allowed to perform

In no circumstances you shall be entitled to use our Products for purposes different from those they are designed for. You shall not be entitled to access or attempt to access the physical databases or application files located on our technical means. You shall not attempt to access or modify any data stored on servers or technical means under our control by means different from our standard graphical user interfaces or APIs and by means or limits not within the range of our policies or beyond your Subscription.



Disclaimer as to contents and data not uploaded by us


You can submit data or contents, including but not limited to logos, property descriptions, room descriptions, visualized to the general public or to specific recipients through our Products. It is your sole responsibility to ensure that the submitted data or contents does not contain any copyrighted materials of a third party or any false or misleading information. If notified of such by a concerned party, we shall be entitled to remove such data or contents.

Our Software might visualize some data or contents that are not ours, for example information about properties or prices, uploaded or submitted by other End-Users of our Software. The person that makes such data or contents available is exclusively responsible for it. We are entitled to review and remove any data or contents that we consider inappropriate or in violation of the law. However, you shall not assume we do so. You agree that if you find any false data or contents or information, for example wrong or misleading property or rates descriptions, you shall direct your complaint and resolve your dispute directly with the entity which has made this information available. You agree that we or our affiliates are not responsible for any direct or indirect loss, damage or consequence, resulting from such data or contents.

By using our Software you agree that you will only submit truthful and correct data or contents. You agree that while using the Software, you will not violate any law, you will not infringe the intellectual property of any third party and you will not submit any wrong, misleading, irrelevant, discriminating, abusive or otherwise illegal data or contents. If you, however, do so, we are entitled to remove such data or contents or even suspend the provision of our Products to you.

By using our Software, you give us and our affiliates the right to use, host, visualize, modify, transmit, publish, display and distribute any data or contents that you submit or upload to our Software. This right is valid worldwide and will be used by us only in relation with operating our Software. It remains valid even after your Subscription expires or you stop using our Software. Where possible and reasonable, we may allow you to remove data or contents from our Software. You shall not submit to our Software any data or contents, for which you cannot grant such right to us. If you however do so, it will be on your own responsibility and at your own risk and you shall hold harmless and indemnify us and our affiliates, officers, agents, contractors and employees in respect of any claim, suit or action arising out from such submission, including any liability or expense arising out from any such claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

If you are interested in finding out more about how we store data or contents, please read our Privacy Policy.

If you are a holder of infringed copyright on data or contents visualized through our Software, please contact us and we will remove such data or contents.

Occasionally, our Software may contain links to copyright-protected services, software or data or contents of third parties. Where possible and reasonable, we will try to notify you about that.



Warranties and limitations


As a warranty of our Software, we undertake to remedy only those software bugs or defects that cause complete or significant interruptions of the operation of our Software or loss of data. We will be granting such warranty during the entire term of your Subscription or End-User Agreement.

As a responsible software developer, we will try to remedy as many software bugs or defects as possible, even those not meeting the above criteria. However, we do not undertake such obligation within our warranty.

To remedy program bugs or defects, we will release new versions and apply them to our Software in reasonable terms.

Neither we nor our affiliates grant any other warranties related to our Products.. We provide our Software in the state “as it is”, and we do not grant its ability of meeting your specific needs. In some unlikely and extraordinary cases our Software might be temporary inaccessible.

Where some jurisdictions provide warranties, such as explicit or implied fitness of the software to particular purpose/s, we shall exclude all warranties for our Software to the extent permitted by law.

To the extent permitted by the applicable law, we and our affiliates shall not be responsible or liable for lost data, revenues, profits, other financial losses, and/or indirect, consequential, exemplary, special or punitive damages.

The aggregated liability of ours and of our affiliates for claims under these Terms and under the relevant Subscriptions and/or End-User Agreements shall be limited to the amount actually paid by you for using our Software in the last Period. In such cases we shall have the option to compensate you by granting benefits for using our Products

In any and all cases we and our affiliates shall not be liable for any loss or damage, which is not reasonably foreseeable, including, but not limited to, any loss of profit, consequential damages, etc.

Without prejudice to the above we and our affiliates shall be liable only for deliberation or gross negligence.



Support


We clearly understand the importance of the Support we provide for you. That is why we have established strict Support Terms. By subscribing to, by ordering or by using our Support you accept and agree with our Support Terms. The Support included into your Subscription (if any) will be clearly defined in your account.

We would like to assure you that you will always be serviced in the most efficient way, by the most experienced specialists and at optimal cost. That is why we and our Sales Agents may substitute each other in execution of certain Support services. You agree that we are entitled to do such transfers without further notification or approval by you.

Please note that our Support Terms apply if your Subscription includes Support provided by us. If your Subscription includes Support provided by our Sales Agent, different support terms may apply. In such case, the respective Sales Agent shall make them available to you.



Personal data


We may need to collect personal data, for example while signing up for your account or while you are booking a room in a property using our Software. By using our Software, you agree that we or our affiliates can use, process and transfer your personal data in accordance with our privacy policy.

By using our Software to record or receive bookings, you agree that you will treat any personal data, transmitted to you by us or stored in our Software, in compliance with the data protection regulations and the good practices. If you fail to do so, it will be your sole responsibility. You also agree that it is your sole responsibility to upload truthful and correct descriptions of your properties, cancellation and guarantee policies, rooms/units, packages, rates etc. You will also periodically verify how the settings, introduced by you in the Software, are visualized and available at the respective front end.

By using our Software to book rooms/units on-line, you agree that your personal information is transferred to the operators of the properties you chose to book. You agree that, since we do not have control over those third parties, we cannot be responsible for the protection and privacy of the transferred information after the transfer is accomplished.

Our privacy policy published at our web site explains how we treat your personal data and protect your privacy when you use our Products.



Confidentiality


By using our Software you agree and undertake that information, disclosed and/or exchanged between us, except information intended for public announcement by virtue is strictly confidential and in no circumstances shall be released to any third party or used for any other purposes than executing the rights or performing the obligations under the respective Subscription or End-User Agreement.

The above confidentiality terms shall be valid for the Period of your Subscription or End-User Agreement and for a period of 2 (two) years subsequent to its termination.



Modification of Terms


We remain entitled to modify these Terms and the additional terms at any time, for example to update them with changes in our products. The terms will be published on the “General Terms and Conditions” page of our web site. You shall check the Terms regularly.

Modifications of the Terms do not affect your rights under a current Subscription, unless you agree with the modification in writing.

If you do not agree with the modified Terms, you may have to discontinue the use of some of our Products when your current Subscription expires.



Law and jurisdiction


Any Subscription and/or End-User Agreement shall be governed by and construed in accordance with the laws of England, English conflict law excluded. The courts in England shall have exclusive jurisdiction over all disputes which may arise out of or may be in connection with any such Subscription and/or End-User Agreement. However, we shall be always entitled to commence legal proceedings in the courts of any other country and in such a case we shall have the option to rely on the low of the court.



Other provisions


By using our Products you agree that we may from time to time send you promotional or administrative information regarding our Products.

By using our Products you agree that we are mutually entitled to refer to each other as Software provider/End-User in promotional materials, including our respective web sites, without any remuneration or compensation for the referred party.

These Terms regulate the relationship between you and us, including our Sales Agents. The Terms do not create any third party beneficiary rights.

If you do not comply with these Terms, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular Term is not valid, this will not affect the entire Terms. For certification of information about how to contact us or our Sales Agent, please visit our web site.



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