PRIVACY AND DATA PROTECTION
- This clause establishes the terms within which My Troller, as Data Processor, manages the Personal Data provided by the Structure or by a third party, in accordance with the Instructions of the Structure and for the purpose of providing the Services to the Structure. ; or collected or generated as a result of providing the Services to the Facility.
- The Structure is at any time responsible for the application of all applicable data protection laws. The Structure guarantees that all Personal Data processed by My Troller will be collected and processed by the Structure in accordance with the laws in force, applying the following points among others: (a) ensure that all Personal Data is collected and processed correctly and correctly to the law and to obtain the consent of the Data Subjects when necessary and (b) ensure that all Personal Data is accurate and updated and that the Data Subjects are effectively informed about the Processing performed by My Troller following the Services agreed in this Agreement.
- The Property shall indemnify My Troller and ensure that the latter does not suffer any claims, actions, requests by end users, third parties or authorities, losses, damages and expenses resulting from a breach of this Clause by the Property.
- The Structure will ensure that all staff members who have access to the End User Data are obliged to maintain the confidentiality of the same.
- Taking into consideration the nature of the processing and the information available, My Troller will provide assistance to the Structure, as far as possible, in order to allow it to provide for the requests of the Data Subjects based on the provisions of the General Data Protection Regulation 2016/679 ( "GDPR" General Data Protection Regulation) and to carry out the obligations of the Structure described in Articles 32 to 36 of the GDPR, at the expense of the Structure.
WARRANTIES, EXCLUSIONS AND LIMITATIONS OF LIABILITY
- Each Party represents and warrants to the other Party that, under this Agreement:
(i) holds full corporate power and authority to commit to and perform its obligations under this Agreement;
(ii) has taken all corporate actions required by it to authorize the implementation and fulfillment of this Agreement;
(iii) this Agreement constitutes legally valid and binding obligations of each Party in accordance with the Terms contained therein, and that
(iv) each Party will comply with all applicable Laws in the jurisdiction in which the specific party is registered with respect to the products offered (or to be offered) and / or services rendered (or to be rendered) by that Party.
- The Property represents and warrants to MyTroller that, under this Agreement:
(i) has all the rights, powers and authority necessary to use, manage, own (as appropriate), authorize the (sub) license and ensure that MyTroller makes (a) the Facility available on the App and (b) the intellectual property rights in the Information relating to or about the Structure and necessary for the performance or for the benefit of the Services, or as made available on the App;
(ii) the execution and adherence to this Agreement and compliance with the related obligations governed by it (including the (sub) licenses guaranteed by the Agreement and the supply and making available of the Structure Contents) by the Structure to MyTroller (i) does not result in the breach of any contract with a third party and (ii) does not violate any intellectual property rights of any third parties (including copyright, registered trademark, patent or database right);
(iii) the Structure and all managers, direct and indirect owners and beneficiaries, and the managers of the latter, are in no way connected, connected or involved with, nor are they part of, nor are they under the control of:
(a) terrorists or terrorist organizations;
(b) associations, natural or legal persons(i) listed on the National Specially Designated List (SDN List) or Blocked Persons / Entities, or (ii) otherwise subject to a trade embargo or financial, economic or commercial sanction,
(c) associations, natural or legal persons guilty of money laundering, fraud, corruption and extortion.
- The Facility, upon request from MyTroller, shall fully cooperate with and assist My Troller in identifying the owner, manager and / or actual controller of the Facility, provide information reasonably useful for identification and promptly notify My Troller of any breach of the Warranties. established above.
- Unless otherwise specified in this Agreement, the two Parties do not represent or provide any warranties, express or implied, with respect to the subject matter of this Agreement and expressly disclaim any warranties, including those of merchantability or fitness for a particular purpose with respect to this text.
- The My Troller App, Services and Contents (including Legal Documents) are provided as described and based on availability, without warranties of any kind, whether explicit, legal or implied. In addition, My Troller expressly disclaims any warranties (express, implied or statutory) of merchantability or fitness for a particular purpose, enjoyment or non-infringement, or any warranties related to relationships or practices of a commercial nature or relating to products or services. My Troller does not guarantee that the MyTroller App, Services or Contents (a) meet the requirements of the Facility, (b) comply with applicable laws, or (c) are available in an uninterrupted, secure and error-free manner. My Troller makes no warranties as to the quality of any MyTroller product, service or content purchased or obtained through the Site, App or Services, nor does it guarantee the accuracy, timeliness, truthfulness or reliability of the content, including the contents of End Users or other users obtained through the Site, App or Services. For the sake of clarity, no advice or information, written or oral, obtained from My Troller or through the MyTroller App, Services or Content will give rise to any guarantee, unless expressly provided in this context.
- MyTroller does not guarantee continuous or uninterrupted access to the Services and the App, which can be hindered by numerous factors beyond MyTroller's control. The Structure acknowledges and agrees that its access and use of the App and Services depend on access to telecommunications and internet services. The Structure acknowledges the difficulties related to the use of the internet, mobile devices, means of communication and broadband, with specific reference to variable speed and congestion of networks (including mobile), connections, systems and servers that can cause interruptions, delays and other problems in accessing, browsing or using the App. The Structure releases My Troller from any liability related to any unavailability, downtime, interruption, failure or unavailability, (partially or entirely) planned / organized or not, of the Site and the Services. The Facility will be solely responsible, at its own expense, for the acquisition and maintenance of all internet and telecommunication services, and the hardware and software required to access and use the Site and the Services, including but not in exclusive manner, all costs, taxes, expenses and taxes of any kind and related to the above.
- The Structure acknowledges and agrees, within the maximum limit established by the laws in force, that it must accept and assume all risks, whether they are known or unknown to the Structure, which could derive from accessing and using the App, Services and My Troller contents by the Property itself. Without limiting the foregoing, and within the maximum limit permitted by applicable Laws, the Structure also acknowledges and agrees that My Troller will not be liable for, nor may it be the subject of, any claim, legal action, lawsuit, pecuniary penalty, fine, loss. , damage, cost or expense, including attorney's fees (all referred to as "Complaints") that may arise from or be related to these Terms, access and use (or failure to access and use) by the Site Structure, My Troller Services and Content, and which may arise from the following situations: (1) physical or personal injury, death or emotional distress; (2) interactions or meetings with other customers or users of the App or Services, or with other people with whom the Structure communicates or interacts following the use of the App or the Services by the Structure itself; (3) loss or corruption of data, interrupted communications or any other type of loss or damage resulting from any internet or telecommunication service (or its failure) that the Facility uses to use or access the App, Services or Content MyTroller; and (4) any failure, omission or delay by My Troller in performing its obligations under this Agreement due to circumstances beyond reasonable control (including force majeure); (5) misuse or abuse of the Services; (6) implementation or use of software by the Structure not compatible with the software and system used by My Troller in compliance with the Services or the App; and (7) any other Claims arising out of or related to the actions or omissions of the Facility or a third party, whether based on warranties, contract, tort (including negligence), product liability or any legal basis, and whether or not My Troller is informed of the possibility of such Complaints, even in the event that any partial remedy provided herein is put in place, failing in its essential purpose.
- Without limiting the foregoing, the Property agrees and acknowledges that, in the event that My Troller is liable for any of the above-listed Complaints, or for any other Complaints set forth below, including the breach of these Terms, My Troller or any other person or entity involved in the creation, production or implementation of what is listed, will under no circumstances be liable for any casual, special, exemplary, punitive, moral or indirect damage or loss, including, but not limited to, production losses, profits, gains, contracts, loss or damage to good name or reputation, loss of business benefits or data, or costs incurred to purchase replacement products or services, whether these are based on warranties, contracts, civil torts (including negligence), product liability or any legal basis, and whether or not MyTroller is informed of the possibility of such Complaints, even in the event that any partial remedy provided herein is implemented, failing in its essential purpose.
- MyTroller denies and excludes all and any type of liability towards the Structure connected to any unavailability, downtime, delay, interruption, failure or unavailability (partial or total) of the App, Services, API / XML and / or of the extranet.
INDEMNITIES AND LIABILITY
- Both Parties (each, the "Indemnifying Party") are mutually responsible to compensate, indemnify and operate in order to prevent the other Party (the "Indemnifying Party") from suffering any kind of direct damage, losses (with the '' exclusion of production losses, profits, contract gains, loss or damage to good name or reputation, loss of commercial benefits or any other type of special, indirect or derivative loss and / or damage), liability, obligations, costs, claims of all kinds, interest, penalties, legal proceedings and expenses (including, but not limited to, reasonable expenses and legal costs) actually incurred or suffered by the Party to be Indemnified thereafter:
(i)a breach of this Agreement by the Indemnifying Party, or
(ii) to any third party request based on a violation (actual or suspected) of the Intellectual Property Rights of the third party by the Indemnifying Party.
- The Property agrees to protect, fully indemnify MyTroller (and its affiliated companies) or its directors, officers, employees and agents (the "MyTroller Parties to Indemnify"), and to work to protect MyTroller from and against any Complaint arising from or in any way related to:
(1) any agreement or understanding that the Property has with third parties, including End Users, or the inability of the Property to comply with and comply with the terms of such agreements or understandings (including cases of over MyTroller of double charges);
(2) complaints of any kind submitted by End Users regarding inaccurate, incorrect or misleading information on the Sites;
(3) complaints of any kind presented by End Users regarding or connected to the service at the Structure, to cases of over MyTroller and relocation or to (partially) canceled or erroneous reservations, or to a refund, refund or chargeback of the room price;
(4) all those complaints submitted by End Users partially or entirely attributable to the Structure (including its managers, employees, agents and representatives), or at its own risk (including complaints relating to (lack of) services provided or products offered by the Structure) or that arise as a result of illicit acts, fraud, possible fraud, negligence or non-compliance with the Contract by the Structure or attributable to it (including its managers, employees, agents and representatives), towards the End User or the assets owned by him, and
(5) Complaints against the MyTroller Parties to Indemnify related to or resulting from the failure (a) to register the Property with the tax authorities, or (b) the failure to pay or collect, or the failure of the Property to remit and withhold taxes, duties or applicable surcharges relating to services or other charges in the relevant jurisdiction (including room rate and payment of fees), and
(6) complaints against MyTroller by suppliers offering their products and services to the Property on the basis of or pursuant to such Agreement (e.g. marketplace) in connection with acts or omissions (including breach of contract, negligence, intentional or unlawful misconduct ) of the Facility (including its directors, employees, agents and representatives).
DURATION, EXPIRY AND SUSPENSION (FOR ANNUAL CONTRACTS)
- This Agreement will be effective upon acceptance of the Facility by My Troller, for the period of time as set forth in the MyTroller Agreement (the "Initial Term"), unless terminated or extended in accordance with with the provisions of this Agreement. In the event of the expiration of the Initial Term or in the absence of an Initial Term, this Agreement is valid for an indefinite period. After the Initial Term (if any), either Party may request termination of this Agreement at any time and for any reason with 30 days' notice, unless otherwise indicated in this Agreement. Unless otherwise agreed by the Parties, in the event that the Parties have agreed on a Trial Period, this Agreement will automatically continue to be valid following the expiration of the Trial Period for a further period of 12 months or for the Initial Term (if applicable ) (both "Additional Term" options), unless the Property sends a notice of termination at any time during the Trial Period, or 30 days prior to the expiration date of the Additional Term. In these cases, the Agreement will expire and terminate at the end of the Additional Term.
- Both Parties may terminate or suspend this Agreement, with immediate effect and without notice, in the event of:
(a) failure by either Party to comply with any of the Terms set forth in this Agreement or any other agreement entered into between the Property and an affiliated company in the same group as My Troller, or
(b) (filing or requesting) bankruptcy or suspension of payment (or other similar event or action) against the other Party.
- In the event of termination or expiration of this Agreement, the following clauses will continue to be valid: 2.5, 5.2, 6, 8, 9.1 and 10 (and other clauses which, by their nature, survive the termination).
- In the event of termination or expiration of this Agreement, the End User Data will be deleted within 60 days of the termination or expiration date.
- The Parties acknowledge and agree that, in the performance of this Agreement, each Party may have access or be exposed, directly or indirectly, to the other Party's confidential information (the "Confidential Information"). Confidential Information is, among others, end user data, volume of transactions, traffic and usage, marketing, financial and commercial strategies, and technical, operational and software information and the Terms of this Agreement. . All Confidential Information must be treated as private and confidential.
- Each Party warrants that: (a) all Confidential Information will remain the exclusive property of the disclosing Party and that the receiving Party will not use it for purposes other than those set forth in this Agreement; (b) will consistently use prudent and secure methods to ensure that its employees, representatives, agents and officers (the "Authorized Personnel") maintain the security of the Confidential Information; (c) the Authorized Personnel (i) will not copy, publish or disclose the Confidential Information and (ii) will not use the data or store it through an unprotected system or database (and other than that provided in the Terms), and (d) will return or destroy all hard copy and hard copy copies of Confidential Information upon written request from the other Party.
- Regardless of the foregoing, (a) information that: (i) is or may become public as a result of an action or omission not attributable to the receiving Party is not considered Confidential Information; (ii) were in the possession of the Receiving Party in a period prior to the date of this Agreement; (iii) have been disclosed to the receiving Party by third parties with no confidentiality obligations towards the other Party; (iv) must be disclosed in accordance with the law, by court order, in a subpoena or by order of governmental authorities, and (b) the Agreement does not provide that a Party may be denied, limited or restricted the ability to disclose the Agreement itself (including general information, technical, operational, performance and financial data, but excluding Final Customer Data, unless otherwise agreed by the Parties) in confidence to an affiliated company or part of the same group. The Structure explicitly acknowledges and agrees that (contact) data, including telephone numbers and email addresses, may be shared and disclosed to MyTroller.com and any other entity or website affiliated with MyTroller.com, and that they can use this data to contact, attract attention and persuade the customers of the Structure.
VARIOUS AND POSSIBLE
- All notifications and communications must be in writing and sent by email to the address indicated in this Agreement.
- Each Party will bear the costs and expenses necessary for the stipulation, implementation and fulfillment of this Agreement (including integration and connection costs).
- Unless otherwise specified, neither Party is authorized to assign, transfer, hinder the rights and / or obligations set forth in this Agreement without the written consent of the other Party. This Agreement is entered into for the benefit of the Parties and their respective successors and authorized assignees, and nothing in this Agreement is intended to confer, or implicitly confer, on another person, any legal right or interest, benefit or means of recourse of any nature, on the basis or under this Agreement, except as explicitly defined in the Agreement. To the extent necessary, the Property acknowledges and agrees that My Troller is authorized, without prior consent or notification, to assign, transfer, renew, obstruct and attribute its claims regarding invoices (including invoicing and debt collection) to a affiliated company of the same group as My Troller (including MyTroller.com) or to a debt collection agency, or to request an affiliate company of the same group as MyTroller to invoice and collect debts in the name and on behalf of My Troller.
- If any provision of this Agreement is invalid or becomes invalid, or is not or becomes non-binding, each party will continue to abide by all other provisions set forth herein. In this case, the Parties will replace the aforementioned clause with a clause that is valid and binding and that has an effect as similar as possible to the one replaced, in compliance with the contents and purposes of this Agreement.
- For the purposes of or as a reward for the execution, implementation, signature, registration and storage of and / or the execution, performance or implementation in compliance with or in accordance with this Agreement, the Facility (including its employees, directors, officers, agents and other representatives) (i) shall neither directly nor indirectly (a) offer, promise or provide to any third party (including governmental bodies or political parties of any nature ( or their officers, representatives or candidates)) or (b) ask, accept or be promised, for themselves or a third party, donations, payments, rewards, compensation or benefits that may be or are considered bribery or illegal , and (ii) must act in compliance with all applicable anti-corruption laws (including the US Foreign Corrupt Practices Act and the UK Anti-Bribery Act).
- The Agreement is signed online and is to be considered original, valid and binding. This Agreement becomes effective and begins to have effect from the time of signing in writing and approval of the Facility by MyTroller. The Structure agrees, acknowledges and accepts the terms and conditions of the Contract. The Agreement does not require stamping or validation to be considered valid, binding and enforceable. Following a first request from the Property, My Troller will prepare and forward to the Property once a month the Deed of Acceptance in relation to the services performed during the previous month.
APPLICABLE LAWS AND JURISDICTION
- This Agreement will be governed and interpreted exclusively on the basis of Italian law. Any dispute arising out of or in relation to this Agreement will only be detected and handled by the competent judicial bodies of Ragusa, Italy.
- Each party agrees and agrees that, regardless of this Clause, nothing in this Agreement will limit or prevent My Troller from exercising its right to take any legal action or proceeding or to seek an injunction or other (specific) proceeding, using the court and making use, for this purpose, of the laws applied in the jurisdiction in which the Structure is registered and has its registered office. The Facility waives the right to appeal to any other applicable law or jurisdiction to which the Parties may be entitled.