Last modified: 1 st June, 2013
Thank you for using our software, subscriptions and support!
For brevity only, we will call our software, subscriptions and support products (“Products”). Products will mean each or all of them.
If you are an End-user we provide the Products to you. We (“we”, “us”, “our”) are each and any of the following companies bellow, separately and together:
If you are an End-user or unless otherwise stipulated, “We” shall also mean our Resellers. If we want to refer only to Klok OOD or Clock Software Ltd, we will use “Klok”.
By using our Products you agree with the provisions of the present General Terms and Conditions of Clock Software (the “Terms”). Please read them carefully and check for updates regularly. If you use the Products on behalf of a business, that business accepts these Terms. This will hold harmless and indemnify us and our affiliates, officers, resellers, agents, and employees from any claim, suit or action arising from or related to the use of the Products or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgements, 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. These Terms are an integral part of such additional terms and vice versa. In case of contradiction between these Terms and the additional terms, the additional terms prevail.
This section of the Terms provides common definitions and explains the terms used here.
You are an “End-User” if you are licensed to use the Software but not to distribute it.
“Resellers” are each and all independent third parties, contractually entitled by us to distribute the Software. You are a Reseller if you hold an acting agreement for Software distribution with Klok.
“Installable Software” are the Software products designed to be installed in your premises and operated on your hardware, and their relevant interfaces. For brevity only, the Installable Software also means the relevant dongles and the associated documentation (the dongles and the documentation themselves not being Software) which include the Software user manuals, reference manuals, system and technical requirements, and installation guides, or parts of, delivered by us under the respective Licensing Agreement and which we may update periodically.
“Web hosted Software” means the Software products installed and operated on our hardware and provided to you via Internet, their updates, and the relevant interfaces. The Web hosted Software also includes the associated documentation (Software user manuals, reference manuals and installation guides, or parts of them) published on-line by us under these Terms and under the relevant Agreement and which may be updated periodically. The Web hosted Software may operate independently or in conjunction with the Installable Software.
“Software” means the Installable Software and the Web hosted Software. For you Software is the software that has been licensed to you according to your end-user agreement.
„License” is a personal, non-exclusive, non-sublicensable and non-transferable right to use the Software.
“New version” is a version of the Software, which contains functional, usability, graphical, stability, security, technological, copyright protection or other improvements, compared to previous versions of the Software.
“Support” are any and all services, delivered by us or by our Resellers individually to you or electronically to all End-users in respect to our Software, which include, but are not limited to, installation, training, maintenance, remedy of malfunctions, training videos, product articles, knowledge database records.
“Subscription” is any subscription that grants you a combination of License and Support.
"End-user agreement” is any agreement made by and between you and us on the terms of which you are granted a License or Subscription.
“Term” is the term of the end-user agreement made between you and us.
“Our web site” shall be published and made available for you online at www.clock-software.com.
Additional definitions are provided in the relevant sections.
If you want to use our Products in the operations and management of business units (hotels, accommodation units, restaurants, etc.) you must enter into an End-user agreement with us by:
Your license defines how you can use our Software. You are entitled to use our Software only in accordance with the product limits (license, premise, restrictions, legal entity) in your license. Some of the Software features described on our web site may not be included in your license. The exact scope of the features, and the product limits, which are included in your license are stated clearly in your subscription. We may require additional licensing, registration or activation for Software features or functionalities that are not included in your license.
Each subscription grants you a license for our Software and access to our Support for a named period of time. Your subscription will be clearly stated in your End-user agreement or account. Basic details of the available subscription plans are provided as an attachment to these Terms.
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 or End-user agreement.
Some of our Software may require that you have active accounts or licenses for services and/or software provided by other vendors, for example a Facebook account, acting representation agreement with a booking web site, a PayPal account or a Microsoft Office license.
Our Subscriptions and licenses are granted with the respective Software's system requirements. You will use our Software only on hardware, operating systems and technical devices which meet our System requirements. Our "System requirements" list the technical and system requirements of our Software. They are published at our web site. Please, check them regularly as they may be updated periodically.
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 do so we may suspend or terminate the provisioning of our Products to you and you will be solely liable for such use in front of any state authority or third party.
We are 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 are holding, to you the updated subscription terms and license/support limits will become effective within 30 days. If we modify a paid subscription you are holding, 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, after your current subscription or end-user agreement expires, you can do one of the following:
In case we terminate a subscription, we will reimburse the prorated part of your prepaid fee.
You can discontinue the use of our products at any time. If you do so, we will be very sorry to see you leave. However, whether you are using a paid or a free subscription, we will not reimburse any effectuated fees for the remainder of the paid subscription period or of the term of your end-user agreement.
In some very unlikely cases of misuse of our software for which you have been notified but have not taken action, such as, 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 the provisioning of our Web hosted software or subscriptions to you.
Klok or its affiliates exclusively hold the title in and the copyright of the software and the products as a whole. Any other content, visualised at our web site or within the Software, may also be copyrighted and belong to us, to our affiliates or to third parties. By using our products, you do not receive any ownership or intellectual property, nor do you receive the right to use that content for any purposes other than using the software. The copyright over the software is our exclusive property and remains so without limitation.
The end-user agreements with you do not prevent or restrict us to grant licenses to third parties to use the Software. The assignment of Software and Subscriptions remains an exclusive right of Klok and its nominees.
By using our software you understand and accept that we have developed them as uniform and serial products for the general public, not for you in particular. The Software is distributed under Klok’s trademark and titles.
As we are working constantly to improve our Software, we and our affiliates shall be entitled to add, modify or remove certain features to/from the Software at any time. However, we are not obliged to implement any changes or modifications to our Software, including fixture of possible Software bugs to the extent permitted by law or outside the scope of your subscription. If we stop providing a particular feature, we will try to notify you in advance within reasonable time. The modification of the Software remains an exclusive right of Klok and its nominees.
If you submit feedback or suggestions about our Software or Products as a whole, we may use your feedback or suggestions without any 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 Software. In such an event you are not entitled to any reward and/or compensation and/or share of the Copyright.
We will modify and update our Installable software through the release of new versions. Most commonly, to apply the new versions you will need to download and install special software update programmes (service patches) and run them over your existing installation.
Please note that any new version may transform the databases of the Installable Software to new formats. Once transformed, you will not be able to reverse back to the initial format, so make sure you have back up copies of the databases and check the compatibility of your hardware and technical devices with the updated system requirements.
We will modify and update our Web hosted software by releasing new versions. We will run these new versions on our servers, so the next time you log in to your account you will be using the new version of the Web hosted software. The updating of the Web hosted software may cause short interruptions of your access to it. We will try to notify you for any such planned procedures when it is possible and reasonable.
In no circumstances are you entitled to:
copy the Installable Software for purposes, different from your operational needs; modify, decompile, translate or attempt to read-in source code of the Software, create add-in modules without prior written consent by us, use our software beyond its specifications, usage guidelines, graphical user interfaces or licensed interface specifications.
The following actions are subject to penalties of Termination for Cause:
modification of the Software, performed or assisted by you; Use of the Software for processing data related with Premises, different from those described in your end-user agreement or account; use of the software above license or subscription limitations; lease, rent, authorisation, transfer, permission or assistance for usage of the Software by third parties without prior written consent by us, unless such use is explicitly permitted by the license; disclosure to any third party of the passwords to databases of the software or permission to access the databases and or to the program files or codes of Software by any Software not developed by us, without prior explicit written consent by us.
We are entitled to protect our Copyright by technical means, including the implementation of hardware dongles; activation and deactivation codes; electronic feedback collection and authorisation over Internet. You shall meet and provide all technical requirements and settings for allowing such technical means to operate properly on our instruction. Such protection means that we may deactivate the Software but without Damage or Loss to databases or data records.
You shall provide and maintain operating Internet connection to all Installable Software installations with dongles to receive activation keys.
For clearance and brevity, we use the following definitions:
You can submit content visualised to the general public or to specific recipients through our software or products as a whole. It is your sole responsibility to ensure that the submitted content does not contain any copyrighted materials of a third party or false or misleading information. If notified of such, we will remove such content.
Our software visualises some content that is not ours, for example information about properties, uploaded or submitted by you or by other end-users of our Software. The person that makes such content available is exclusively responsible for it. We are entitled to review and remove any content that we consider inappropriate or in violation of the law. However, you will not assume we do so. You agree that if you find any false content or information, for example wrong or misleading property or rates descriptions, you will 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 content.
By using our Software you agree that you will only submit truthful and correct information and content. You agree that while using the Software, you will not violate any regulations of the law, you will not infringe the intellectual property of any third party and you will not submit content that is irrelevant, discriminating, abusive or otherwise inappropriate. If you, however, do so, we are entitled to remove such content or even suspend the provisioning of our Products to you.
By using our Software, you give us and our affiliates the right to use, host, visualise, modify, transmit, publish, display and distribute any content 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 content from our Software. You will not submit to our Software any content, for which you cannot grant such right to us. If you however do so, it will be on your own responsibility and you will hold harmless and indemnify us and our affiliates, officers, agents, and employees from any claim, suit or action arising from such submission, including any liability or expense arising from claims, losses, damages, suits, judgements, litigation costs and attorneys’ fees.
If you are a holder of infringed copyright on content visualised through our Software, contact us and we will remove such content.
Occasionally, our Software may contain links to copyright-protected services, Software or content of third parties. Where possible and reasonable, we will try to notify you about that.
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 deliver such warranty during the entire term of your 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 with our warranty.
To remedy program bugs or defects, we will release new versions in the shortest possible terms.
By using our Installable software you agree that our warranty will be limited to making the new version available for download to you. You also agree that it is your obligation to check for the availability of such new versions, to download and install them on your technical devices. Please note that our warranty does not cover any malfunctions, caused by incompatibility of your technical devices with the system requirements published at our web site.
Neither we nor our affiliates undertake any other commitments related with our Products. That includes, but is not limited to, the availability of our web hosted software, or the ability of our software to meet your needs. Our software is provided in the state it is on the date of its delivery, or at the state of its latest version.
Where some jurisdictions provide warranties, such as implied fitness to particular purpose, we shall exclude all warranties 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 revenues, profits, data, financial losses, and/or indirect, consequential, exemplary, special or punitive damages.
To the extent permitted by law, the aggregated liability of Klok and of our affiliates for claims under these Terms and under the relevant end-user agreements are limited to the amount actually effectuated by you for the usage of our Software. In such cases we shall have the option to provide the Products again.
In any and all cases, Klok and our affiliates are not liable for any loss or damage, which is not reasonably foreseeable, including, but not limited to, any loss of profit, consequential damages, etc.
We will deliver the Installable Software to you on-line, through a message containing a download link to the website from which you will download it. If not stipulated otherwise in your end-user agreement, such a delivery shall be effected within 5 working days after your end-user agreement becomes effective. The proof of delivery is deemed the electronic message with the download link and instructions directed by us to your e-mail address.
Optionally, on your request we may provide a complementary CD, containing a copy of the Installation media available for download. Such CD shall be delivered to your delivery address according to the relevant Agreement. Where necessary for the operation of the Software, we undertake to ship to you the necessary Dongles promptly. Any shipping fees, related with such shipments of installation CDs and/or Dongles, are covered by you.
You agree that we are entitled to terminate your subscription, license or relevant end-user agreement in the event that you fail to meet your obligations under the present Terms and under your end-user agreement and if you fail to remedy your default within 30 days after the receipt of a written default notice from us.
You agree that if you fail to pay promptly a due instalment of your subscription fee we are entitled to:
In such case, however, you are still entitled to use (in the form it is) any installable software for which you have acquired the right of use without active subscriptions and respectively such software will not be deactivated. We will revert any such action taken within 2 business days, provided that you completely effectuate all outstanding fees, including those which have become payable meanwhile.
Alternatively, your subscription and the relevant end-user agreement is automatically terminated if an installment is delayed by you for more than 1 year and there isn’t any other written settlement arrangement between us. In such case, we will be very sorry to see you leave. However, we will not reimburse any effectuated fees which will be held as remuneration for the usage of the software. This will not discharge you of your other obligations to pay contractual fees or compensations.
In certain unlikely cases, such as, but not limited to, continued misuse of our software or extraordinary volume of requests from your IP, we are entitled to suspend or terminate your access to our Web hosted Software.
You agree that any such actions on our side are not a subject for termination, modification of our contractual remuneration or compensation to you.
We clearly understand the importance of the support we provide for you making the most of our software. That is why we have established strict support terms and conditions. Our Support terms and conditions (“Support terms”) explain how we deliver support services, including those relevant to the initial implementation of our software. By subscribing to, by ordering or by using our support you accept and agree to our Support terms. Our Support terms are published at the Support page of our web site. Please, read them carefully and check them regularly as they may be updated periodically.
Our Resellers and 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 Resellers may transfer the execution of certain support services between each other. You agree that we are entitled to do such transfers without further notification or approval by you.
Please note that our “Support terms and conditions” apply if your subscription is provided under a direct end-user agreement with Klok. If your end-user agreement is with one of our Resellers, they may apply different support terms and conditions. In such case, the Reseller makes them available to you.
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 your 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 exclusive responsibility to upload truthful and correct descriptions of your properties, cancellation and guarantee policies, rooms/units, packages and rates. You will also periodically verify how the settings, introduced by you in the Software, are visualised 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, as 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.
By using our software you agree and undertake that information, disclosed and/or exchanged between us, except information intended for public announcement by virtue of a given end-user agreement or by legislation, is strictly confidential and in no circumstances is released to any third party or used for any other purposes than performing the obligations under the respective end-user agreement.
You, and your affiliates, are not entitled to offer employment or any other contract to our manager, employee, representative, sub-contractor or independent contractor or consultant; nor do you promote or encourage such employment and/or contract to be offered by any third party.
The above confidentiality and loyalty terms survive for the term of your respective end-user agreement and for a period of 2 (two) years subsequent to its termination.
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 valid end-user agreement, 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 subscription expires.
By using our software you agree that we may periodically send you promotional or administrative information regarding our products.
By using our Software 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 resellers. They 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 enforceable, this will not affect any other terms.
Unless explicitly stipulated otherwise, the laws of the UK and the applicable regulations of the EU shall apply to any disputes arising from or relating to these Terms or to our Products. All claims arising from or relating to these terms or our Products will be litigated exclusively in the courts of London City, UK, and you consent to personal jurisdiction in those courts.
For information about how to contact Klok or our Reseller, please visit our web site.
In previous versions of the Terms or of the End-user agreements we may have used different definitions compared to those used in the present Terms. Below are some cross references:
|Definition in present Terms||Older definitions|
|“Webhosted software”||“Online software”|
|“New versions”||“New generations”, “Service patches”, “Updates”|
|“Subscriptions”||“Software assurance”, “Current software assurance”, “Plans”|
|“End-user agreement”||“Licensing agreement”, “Software assurance agreement”|
|“Support”||“Services”, “Clock/Klok Direct Services”, “Reseller Direct Services”, “Klok Webhosted Services”, “Maintenance”|
|“Clock Evo”||“Clock Evolution”, “Clock Front”|
|“Clock Evo POS”||“Clock POSitive”|
|“Clock Evo Inventory Control”||“Clock Effect”|
These subscription plans are available for subscriptions provided under new end-user agreements, signed on a paper copy. Others may be available at our web site if you decide to open an account online.
The subscription plans below cover our Clock EVO family of products, including Clock EVO 8 PMS, Clock EVO 8 Multi-property CRS, Clock EVO POS, Clock EVO Inventory Control and their product extensions, which are licensed separately. These subscription plans provide a general description of the granted license for Software and access to Support, while specific subscription details will be stipulated in your end-user license agreement.
Some of the subscription plans may not be available in some geographic areas.
|Clock Evo BUY||Clock EVO RENT||Clock EVO Seasonal|
|Required end-user agreement term||3 years||1 year||1 year|
|License||Right to use the Software or any of the New versions released during the term of your end-user agreement.||Right to use the Software and any of the New versions released during the term of your end-user agreement.||Right to use the Software and any of the New versions released during the term of your end-user agreement for a period of 8 months within a calendar year.|
|License after the expiration of the term||After the expiration of the term and if you do not extend your subscription/end-user agreement for another term, you will be entitled to continue to use the Software in the state of its latest released New version before the expiration of the term.||No||No|
|End-user specific subscription details||Described in your end-user agreement||Described in your end-user agreement||Described in your end-user agreement|