Terms of service

These terms apply to all contracts between Norman Voellings, Urbanização Quinta da Torre 20, 8365-184 Armação de Pêra, Portugal (the “Provider”) and its clients for building, operating and maintaining hotel websites, including the availability display and the booking engine.

The offer is made to businesses only. No contract is concluded with consumers. The Client confirms before ordering that it is acting in the course of a business.

The Client's own terms do not form part of the contract, even if the Provider does not expressly object to them.

The contract consists of these terms, the Provider's quotation in text form and the Data Processing Agreement (Annex 1). In the event of conflict, the quotation prevails over the Data Processing Agreement, which prevails over these terms.

Where the Client orders through the website without a prior quotation, the prices and service descriptions shown on the website at the time of the order, together with the acknowledgement of receipt under clause 4, take the place of the quotation. These terms and Annex 1 are incorporated by the Client confirming them expressly before submitting the order; both are available on the website at any time and can be saved in text form.

The Provider supplies the services described below. The agreed scope is determined solely by this description together with the quotation; presentations, website copy and pre-contractual discussions do not create any further agreed quality.

a) Website. The Provider builds a website for the Client's property based on a chosen design signature or a bespoke concept. Content, images and factual details about the property are supplied by the Client; the Provider implements them and does not invent statements about the property.

b) Editor. The Client receives named logins to an editorial system and uses it to change, without the Provider's involvement: text, rates and the lists of rooms and amenities, each in German and English, with a draft state, preview, explicit approval, change history and a recycle bin. Images, video and the technical structure of the site cannot be changed through the editor; the Provider replaces image material under clause 7. The Client's legal pages are generated automatically from the mandatory details the Client enters and are locked against free editing, so that a reworded sentence cannot quietly invalidate those details. The Provider owes the generation and delivery of those pages, not legal advice and not an assessment of the Client's individual case; responsibility for the details themselves, and for which obligations apply to the Client, remains with the Client.

c) Operation. The Provider provides hosting, operation, maintenance and security updates for the website and the agreed add-on modules for the term of the service agreement.

d) Visibility in search and AI search (add-on module). Where agreed in the quotation, the Provider puts in place the technical conditions for the website to be picked up by search engines and by the retrieval services of generative systems, and maintains them for the term of the contract. This covers: server-side delivery of content, a canonical address set per page, a machine-readable directive file for crawlers, a sitemap carrying change dates, structured markup of page content, registration with the search providers' webmaster services, and setting up the Client's Google business profile including the free booking links offered there, insofar as the Client supplies the necessary access and rate data. The Provider further reviews and updates the content monthly to the extent agreed in the quotation.

Expressly not owed is any particular rank in search results, any particular number of visits or bookings, or inclusion in the answer of any particular generative system. Whether and how a service displays the website is decided solely by its operators, who change criteria and presentation without notice and outside the Provider's control.

Unless expressly agreed otherwise in text form, the following are not part of this agreement:

a booking engine, an availability display with its own inventory control, and the processing of payments made by the Client's guests; connectivity to booking portals; a property management system, including room plan, room allocation, housekeeping, guest folios and invoicing; a point-of-sale system or fiscal recording device; guest registration and the administration of local visitor or bed taxes; a virtual tour.

Where the Client runs its own booking engine, the Provider connects it to the website by handing the guest over to the Client's booking path together with the details chosen on the website. Which of those details arrive there is determined solely by the provider of that booking engine; the Provider owes the link, not its feature set. The Client's contract with its booking engine provider is unaffected.

The Provider does not owe any commercial result. Search engine rankings, traffic, booking volumes and revenue are not part of this agreement and are not warranted.

The contract is concluded when the Client places the order and pays the deposit. The presentation of services on the Provider's website is not a binding offer.

The Provider acknowledges receipt of the order without delay by electronic means, stating the order number and the amount paid.

The Provider builds the site from the details and materials supplied by the Client. On the Client's approval and payment of the balance the site goes live; the monthly fee starts at go-live.

Where go-live is delayed because the Client does not supply required details, materials or approvals in time, the Provider's deadlines are extended accordingly. If the Client's material is still incomplete three months after conclusion of the contract, the Provider may declare go-live and start charging the monthly fee, having given the Client prior notice in text form.

The Client supplies the content, information and access required to build and operate the site, nominates a contact person and gives approvals in text form.

The Client warrants that it holds all rights necessary to publish the content it provides — text, images, video, logos, trade marks and music — and that statements about the property are accurate.

The Client indemnifies the Provider against all third-party claims arising from content supplied by the Client, including the reasonable costs of legal defence, unless the Provider is responsible for the infringement.

The Client keeps editor credentials confidential, creates a separate login for each individual and disables the logins of departing staff without delay.

The prices stated in the quotation apply; where no quotation preceded the order, the prices shown on the Provider's website at the time of the order apply. All prices are net and are quoted to businesses only.

Prices are exclusive of any applicable sales, use, gross receipts or similar transaction tax. Where such tax applies, the Client is responsible for it. The Provider is established in Portugal and does not collect United States sales tax.

The set-up fee is payable one half as a deposit on order and the other half at go-live. The monthly fee is payable monthly in advance. Invoices are payable in full within 14 days.

If the Client is in arrears by an amount equal to two monthly fees, the Provider may suspend the services after giving notice in text form and allowing a further ten days. The availability commitment under clause 10 does not apply while services are suspended. The Client's website is not deleted during a suspension.

The Client makes content changes itself in the editor (clause 2(b)). The Provider owes the availability of that system, not the execution of the individual change.

In addition, the Provider carries out changes of up to 60 minutes per calendar month. This covers in particular the replacement of image material and changes to fields the editor does not expose. The Provider evidences the time used on request. Unused time expires at the end of the month and is neither carried over nor refundable.

Changes beyond the allowance, and any change to structure, design or functionality, require a separate order. Before carrying out such work the Provider notifies the Client in text form of the expected effort and the applicable hourly rate and starts only once the Client has confirmed it. Without that confirmation no fee is payable.

The service agreement runs for an indefinite term. Either party may terminate it on 30 days' notice to the end of a month, in text form, unless the quotation provides otherwise.

The right to terminate for good cause is unaffected. Good cause exists for the Client in particular where the Provider fails to meet the availability commitment under clause 10 in three consecutive months.

Notice of termination is to be sent to the postal or email address stated in the legal notice.

On payment in full of the set-up fee, the Provider grants the Client the non-exclusive right, unlimited in time and territory, to use the website created for it in its own business.

No rights are transferred in the underlying software, the booking engine, the editorial system, the channel connection or the design signatures of the collection. These are made available for use for the term of the service agreement.

On termination of the service agreement the Client receives, on request and within 30 days, a complete export of its content, images and booking data in a common machine-readable format. The Client's domain remains its property at all times; the Provider releases it on request and assists with the transfer.

30 days after the end of the contract the Provider deletes the Client's data unless a statutory retention obligation applies. For personal data, clause 8 of the Data Processing Agreement (Annex 1) takes precedence.

The Provider may name and depict the website created for the Client as a reference after go-live. The Client may object at any time in text form.

The Provider makes the website and the booking engine available for 99 per cent of each month on average, measured at the handover point of the data centre.

The following are excluded from the calculation: announced maintenance windows; faults within the Client's area of responsibility; faults caused by the Client's content or changes; outages at third parties the Client has engaged itself (in particular its domain and name services and the booking portals); and force majeure. Outages at suppliers the Provider itself engages — in particular the data centre — are expressly NOT excluded; the Provider answers for them as for its own fault. The Provider announces maintenance windows at least 48 hours in advance in text form and schedules them outside 16:00 to 22:00; urgent security updates may be applied at any time.

The Client reports defects without delay in text form, described in a way that allows them to be reproduced.

Except for the availability commitment stated above and the obligations expressly set out in this agreement, the services are provided “as is”. The Provider disclaims all other warranties, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

The Provider builds the website and the booking path to WCAG 2.1 level AA. The state of conformity is checked and documented before go-live; deviations found are remedied by the Provider as part of maintenance at no additional charge.

The Client is responsible for the accessibility of content it enters itself, in particular alternative text for its own images, uploaded documents and embedded third-party content.

The Provider does not give legal advice on the Americans with Disabilities Act or on state accessibility law, and does not warrant any particular legal outcome. WCAG 2.1 level AA is the technical standard owed; assessing which obligations apply to the Client's business is the Client's responsibility.

The Provider is liable without limitation for intent, gross negligence, fraud, and injury to life, body or health, and for any other liability that cannot lawfully be limited.

For ordinary negligence the Provider is liable only for breach of those obligations whose fulfilment makes the proper performance of this agreement possible in the first place and on whose observance the Client may regularly rely. Those obligations are: providing the website and the booking engine within the scope of clause 2; meeting the availability commitment under clause 10; protecting the data entrusted to the Provider against loss; complying with the Data Processing Agreement; and maintaining confidentiality under clause 13.

In those cases, and in all other cases in which liability is not excluded, the Provider's total aggregate liability is limited to the monthly fees paid by the Client in the 12 months preceding the event giving rise to the claim.

Neither party is liable for loss of profit, loss of business, loss of anticipated savings or indirect, incidental, special, punitive or consequential damages, even if advised of their possibility.

The Provider will defend the Client against any third-party claim that the software supplied by the Provider infringes a copyright or trade secret, and will pay damages finally awarded, provided the Client notifies the Provider promptly and lets the Provider control the defence. This does not apply to claims arising from content supplied by the Client, which are covered by the Client's indemnity in clause 5.

For loss of data the Provider is liable only up to the cost of restoration that would have been incurred had the Client kept proper backups.

Each party keeps confidential the information of the other party that is marked as confidential or whose confidential nature follows from the circumstances. On the Client's side this includes in particular occupancy, rate and revenue data.

The obligation applies for the term of the agreement and for three years thereafter. It does not apply to information that is publicly known, that a party developed independently, or that must be disclosed by law or official order.

Where the Provider processes personal information of the Client's guests, enquirers and staff in the course of hosting, operating the booking engine, connecting channels and running the editorial system, it does so solely on the Client's documented instructions and only for the purposes of this agreement.

The basis is the Data Processing Agreement (Annex 1), which is concluded with this agreement and forms part of it. The Provider acts as a service provider and does not sell or share personal information, and does not retain, use or disclose it for any purpose other than performing the services.

Where the Client's guests are located in the European Union or the United Kingdom, the GDPR provisions of Annex 1 apply in addition.

The Provider notifies the Client of a personal data breach within 24 hours of becoming aware of it; clause 7 of Annex 1 sets out the detail.

For the Client's own data — contact, order and invoicing details — the Provider is the controller and its privacy policy applies.

This agreement is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement is the Provider's seat in Armação de Pêra, Portugal. The Provider may also bring proceedings at the Client's general place of jurisdiction.

Amendments and additions to this agreement must be made in text form. This also applies to any waiver of this requirement.

The Client may transfer rights and obligations under this agreement only with the Provider's prior consent in text form; consent may not be withheld without good reason.

If any provision is held unenforceable, the remainder of the agreement stays in force.