General Terms and Conditions

The General Terms and Conditions apply to agreements between Busy Rooms and our customers (the “Agreement”).  

Preamble 

Under this Agreement Busy Rooms shall make information about Hotel Partner available over Busy Rooms’ network of web sites, including proprietary and third-party web sites, and call centers (“Busy Rooms Distribution Network”).  Busy Rooms shall accept Reservations for Hotel Partner from Hotel Guests and travel agents on the Busy Rooms Distribution Network using Busy Rooms’ real-time reservation system (“Busy Rooms Reservation System”).  Furthermore shall Busy Rooms enable Hotel Partner and its Properties, to use the Busy Rooms Reservation System on the Hotelwebsite (“Internet Booking Engine” or “IBE”). Busy Rooms shall provide Hotel Partner the ability to enter and modify Property Content as well as Rates and Inventory, and retrieve Reservation status and information through the Busy Rooms back-end system (“Busy Rooms Property Administration System”). Collectively, the Busy Rooms Distribution Network, Busy Rooms Reservation System, Internet Booking Engine and Busy Rooms Property Administration System shall be referred to as the “Busy Rooms System”. 

Term definitions 

The below terms, not defined elsewhere in any text in this agreement, shall have the following meaning:
“Reservations” shall be defined as any transaction initiated by any party within the Busy Room System where product available is being reserved.
“Hotel Guest” shall be any consumer or any third party that books or initiates any Reservation through the Busy Rooms System.
“Hotel Website” or “Hotelwebsite” shall be such website or websites as can be found under the Hotel Partners / Property / Properties URL.

Effective Date and Term 

Term and Termination. This Agreement becomes effective on the date of signature (“Effective Date”) and shall have a term beginning on the Effective Date, lasting for thirty six (36) months. This Agreement shall be automatically renewed for successive twelve-month terms unless otherwise terminated by either Party giving notice to the other Party not less than ninety (90) days prior to the end of a term. 

Termination for Breach. In the event of a material breach of this Agreement, the non-breaching Party may terminate this Agreement after providing written notice to the other Party of the breach and the failure of the breaching Party to cure the breach within thirty (30) days of receipt of the notice.  Upon breach by Hotel Partner, Busy Rooms may immediately remove Hotel Partner from the Busy Rooms System without notice to Hotel Partner.  Hotel Partner and Busy Rooms shall honor any Reservations made via the Busy Rooms System prior to the effective date of such termination and shall pay the amounts owed under this Agreement on such Reservations. 

Early Termination. In the event Hotel Partner wishes to terminate the Agreement prior to the end of any Term, Hotel Partner agrees to pay Busy Rooms the amount Busy Rooms would have likely received until the end of any Term. Busy Rooms shall have the right to terminate this Agreement or deactivate or remove Hotel Partner, permanently or temporarily, whenever reasons within the business relationship between Busy Rooms and Hotel Partner have a material effect on the business or operations of Busy Rooms. 

Invoicing, payment terms and penalties 

Hotel Partner shall pay Busy Rooms setup fees / one time fees, annual fees, transaction fees, hourly fees, daily fees and other fees as outlined in section ”Our proposal” as and when they fall due. All fees shall be calculated based on volume information provided either in this Agreement or through information available in the Busy Rooms System. 

Currency. Payment and invoicing of all amounts will be in the currency displayed in Section “Our proposal”. 

Value Added Tax ("VAT") and other tax. The prices quoted in the Agreement are exclusive of VAT or other tax. Any invoices for services under this Agreement may include VAT or other tax for which Hotel Partner shall be responsible.   

Fees. The Hotel Partner understands and accepts that Busy Rooms will increase the setup fees / one time fees, annual fees, transaction fees, hourly fees, daily fees and other fees as outlined in section ”Our proposal” by five percent (5%)  after each anniversary of the Effective Date during any Term or renewal Term. 

Payment Terms. Hotel Partner will pay within 10 days of receipt of an invoice. In case of non-payment within this term, Hotel Partner will pay interest on the outstanding amount at an interest rate of 6 % above the key rate of the European Central Bank valid at the time or any other interest rate applicable as a substitute. Payments can be done via direct debit, wire transfer or credit card payments.  

Factoring or Collection Agency. Busy Rooms may, at its own discretion, sell any outstanding amounts to a factoring company for collection and may hand any overdue invoices to a collection agency. Hotel Partner will be responsible for all additional costs. 

Payment Withholding. Busy Rooms reserves the right to withhold payments that may be due to Hotel Partner in case Hotel Partner has open invoices with Busy Rooms. Hotel Partner agrees that in any of such cases Busy Rooms can apply such withholdings to open invoices. 

Daily operations 

Support. Busy Rooms will provide support to Hotel Partner. Support shall be free of charge for all cases where support remains within reasonable limits compared to other customers of Busy Rooms. Busy Rooms has implemented and maintains standard service levels (“SLA”) which shall automatically become part of this Agreement. All future changes to such SLA, at the sole discretion of Busy Rooms, shall also be automatically made part of this Agreement. 

The current version of the SLA can always be found under https://www.busy-rooms.com/sla. 

Newsletter / Updates / Upsales. Hotel Partner further agrees to be contacted by Busy Rooms in regards to any product or company updates either via telephone, email, fax, mail or other offline or online forms. 

Overbooking. In the event of an overbooking Hotel Partner shall be responsible for satisfying the Hotel Guest by finding acceptable alternative accommodations according to the original Reservation and at a price equal to the originally booked stay values. Any excess expenses and fees shall be paid by Hotel Partner. 

Property Content Maintenance. Hotel Partner shall be responsible for maintaining accurate images, photographs, illustrations, graphics, audio clips, video clips descriptive text, tax information, rates, room availability and policies for Hotel Partner (“Property Content”) in the Busy Rooms Administration System on a timely basis. Busy Rooms reserves the right to exclude or remove any information and/or content that Busy Rooms determines may infringe upon or violate any third party right, or that is otherwise inappropriate in Busy Rooms’ sole opinion. Hotel Partner assumes sole responsibility for ensuring that the personal data collected through the Hotelwebsite complies with the provisions of the Data Protection Act (Act Number XXVI of 2001) as amended from time to time, and including any regulations enacted there under. 

Content License. Hotel Partner grants Busy Rooms the worldwide, non-exclusive, royalty-free right to use, edit, modify, adapt, translate, schedule, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Property Content on the Busy Rooms Distribution Network provided by Hotel Partner for inclusion in the System.  Such rights shall extend to all channels Hotel Partner is actively distributed on by Busy Rooms. Hotel Partner represents and warrants that it owns or has sufficient rights in Property Content to grant the foregoing license and that the Property Content does not infringe or violate any right of any third party ,any laws or morals, including without limitation, any proprietary, contract, privacy, moral or intellectual property rights or any other third party right and does not violate matters such as defamation, obscenity, data protection, privacy and pornography and generally that Property Content is not in any way immoral, obscene, threatening, malicious or illicit or otherwise exposes or may expose Busy Rooms to civil or criminal liability. 

Complimentary Rooms.  Hotel Partners with properties of less than fifty (50) rooms agree to provide one (1) complimentary room night to Busy Rooms for promotional purposes per calendar year, starting on the Effective Date.  Hotel Partners with properties of fifty (50) rooms or more agree to provide two (2) complimentary room nights per calendar year.  Hotel Partner shall have sole discretion as to which days the complimentary rooms are made available. 

Busy Rooms System copies and maintenance 

Copy of Busy Rooms System. Hotel Partner, nor any of it’s employees, agents, representatives, outside development firms or any other party in relation with Hotel Partner shall copy, modify, reverse engineer, decompile or disassemble any of the Busy Rooms Systems. Hotel Partner shall not upload any virus, trojan horse, worm, time bomb, cancelbot or any computer programming routines that are intended to damage or detrimentally interfere with Busy Rooms System. 

Updates to the Busy Rooms System.  Busy Rooms may, from time to time and at its own discretion, modify, enhance, replace or install updates, patches or modifications to the Busy Rooms System.   

Confidential and Proprietary Information 

During the term of this Agreement, the Parties acknowledge that each may receive confidential and proprietary information of the other Party, including without limitation, information concerning proprietary technology and products, technical data, system programming, software, processes, ideas, concepts, formulae, designs, engineering, trade secrets, know-how, research, marketing plans, pricing, strategies and information identified at the time of disclosure as confidential or proprietary information (“Confidential Information”). 

All such Confidential Information will be treated as confidential and proprietary by the receiving Party, and shall not be disclosed by the receiving Party to third parties unless required by law.  The receiving Party will only disclose the Confidential Information of the disclosing Party to those of its employees or agents: (i) with a need to know in order to perform this Agreement; (ii) who are informed of the nondisclosure obligations imposed by this Agreement; and (iii) who are parties to appropriate confidentiality Agreements sufficient to comply with the obligations imposed by this Agreement. The receiving Party shall use at least the same degree of care it takes to protect the confidentiality of the disclosing Party’s Confidential Information that the receiving Party normally exercises with respect to its own Confidential Information, but in no event shall the receiving Party use less than its reasonable efforts to protect the confidentiality of the disclosing Party’s Confidential Information. 

Confidential Information shall not include any information which:  (i) is now or hereafter becomes available to the public through no wrongful actions of the receiving Party; (ii) is known to, or in the possession of, the receiving Party before its disclosure hereunder, as demonstrated by documented evidence; (iii) is disclosed to the receiving Party by a third party not under any obligation of secrecy or confidentiality to the disclosing Party; (iv) can be shown by written evidence was independently developed by the receiving Party; or (v) the receiving Party is required by law to disclose; provided, however, in that instance, that the receiving Party provides the disclosing Party with sufficient prior notice for the disclosing Party to take any legal or other steps it deems necessary to protect its Confidential Information. The provisions of this paragraph will remain binding and in full force and effect, notwithstanding the period of three (3) years after the expiration or Termination of this Agreement.  

Indemnifications and liabilities 

Indemnification.  Hotel Partner shall indemnify and hold Busy Rooms and its directors, employees, agents and affiliates (collectively, “Indemnified Party”) harmless from and against, and shall defend or settle at Hotel Partner’s expense, any action or other proceeding (a “Claim”) brought against any Indemnified Party arising out of or in connection with: (a) a claim that the inclusion in the Busy Rooms System of any of the materials provided by Hotel Partner infringes any third-party intellectual property right, or is libelous or defamatory, or otherwise results in injury or damage to any third party; or (b) any breach or alleged facts that if true would constitute a breach by Hotel Partner of this Agreement, including without limitation any warranty hereunder.  Hotel Partner shall pay, as incurred, any and all costs, losses, liabilities, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) awarded against or incurred by any Indemnified Party in connection with any Claim.  Hotel Partner shall permit Busy Rooms at its expense to participate in the defense and/or settlement of any Claim with counsel of Busy Rooms’ choice.  Hotel Partner shall not enter into any settlement affecting the rights or obligations of any Indemnified Party without Busy Rooms’ prior written consent. 

Property Content Liability.  Hotel Partner shall be solely liable for any claims arising out of the content, accuracy or completeness of the Property Content.  Busy Rooms shall make commercially reasonable efforts to correct information not accessible to Hotel Partner, such as formatting or system programming, within seven (7) days after written notice from Hotel Partner.  Hotel Partner is solely and exclusively responsible for the protection of any and all of its intellectual property, including, but not limited to, the inclusion on its pages of any and all statutory or other notices customarily used or required for purposes of providing notice of ownership or protection of Hotel Partner’s trademarks, trade names, service marks or copyrights. 

Disclaimer and Limitation of Liability.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BUSY ROOMS SYSTEM, SERVICES HEREUNDER, AND ASSOCIATED WEB SITES, CONTENT, INFORMATION AND TECHNOLOGY ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE.  EXCEPT AS REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL BUSY ROOMS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY GIVING RISE TO SUCH DAMAGES.  EXCEPT AS REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL BUSY ROOMS’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED THE AGGREGATE AMOUNTS RECEIVED FROM HOTEL PARTNER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.  THE PARTIES AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT THE CONSIDERATION AND OTHER TERMS SET FORTH HEREIN WOULD HAVE BEEN MATERIALLY DIFFERENT IN THE ABSENCE OF SUCH PROVISIONS.  

Other terms 

Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each Party as close as possible to that under the provision rendered unenforceable. 

Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or seventy-two (72) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such Party’s address or facsimile number as set forth above, or as subsequently modified by written notice. 

Force Majeure.  In the event that either Party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of natural disaster, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party (hereinafter referred to as a “Force Majeure Event”), the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance.  Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended.  If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice terminate this Agreement. 

Acts of Insolvency.  Either Party may terminate this Agreement by written notice to the other and may regard the other Party as in default of this Agreement, if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.  In the event that any of the above events occurs, that Party shall immediately notify the other Party of its occurrence. 

Miscellaneous.  This Agreement shall be interpreted in accordance with the federal laws of Malta, without regard to conflict of laws principles, and any legal proceeding arising out of this Agreement shall occur in Malta.  The Parties irrevocably consent to the exclusive jurisdiction and venue of the Maltese court located there.  If any court of competent jurisdiction determines that any provision of this Agreement is unenforceable, such provision shall be struck and the remaining provisions of this Agreement shall remain in force.  This Agreement shall be binding on and shall inure to the benefit of the legal representatives, successors and assigns of the Parties hereto.  This Agreement and the documents referred to herein constitute the entire agreement between Busy Rooms and Hotel Partner with respect to the subject matter hereof, superseding all prior agreements and understandings between the Parties with respect to the same, and Hotel Partner has not relied upon any promises or representations by Busy Rooms with respect to the subject matter except as set forth herein.  This Agreement may be amended only in writing signed by the Party against whom enforcement is sought.  Notwithstanding the foregoing, Busy Rooms may amend this Agreement by providing at least thirty (30) days advance written notice of the amendment to Hotel Partner by mail, overnight delivery, fax or email.  Either Party may not assign all or any part of this Agreement without prior approval of the other Party.  Hotel Partner shall provide written notice to Busy Rooms of any such assignment and Busy Rooms shall, in any such event, have the right to terminate this Agreement with 30 days notice. 

Authority. The person entering into this Agreement on behalf of Hotel Partner represents to Busy Rooms that he or she has all requisite power and authority to enter into this Agreement on behalf of Hotel Partner, that this Agreement has been duly authorized by Hotel Partner and that this Agreement shall constitute the legal, valid and binding obligation of Hotel Partner.