General Terms and Conditions

2.1 Customizing

2.2 Rental of the Software

2.3. License Grant

3.1 Rental of the Hardware

(1) SuitePad provides the hardware specified in the offer countersigned by the Customer for the term of this agreement.

(2) SuitePad is not liable for disproportionate deterioration, breakage or theft of the hardware devices. In those cases, devices have to be repaired or replaced at the cost of the customer, who has to report such findings within 5 working days. The customer will be charged the current price for a new device for every stolen or broken device with the exception of the first contract year, during which Theft Protection is in effect (see also § 5 ). During this period, stolen hardware devices are replaced free of charge.

(3) If the customer decides to purchase the SuitePad hardware SuitePad offers a 2 year guarantee. Customers that rent the hardware from SuitePad or decide to rent the hardware through a performance based deal have guarantee period that is equal to the initial contract duration.

3.2 Customer’s Obligations

(1) The Customer shall handle the rented hardware with the care of a prudent businessman, which it is accustomed to apply in its own affairs. The Customer shall provide sufficient instruction and training or otherwise ensure that its vicarious agents use and operate the
rented hardware in accordance with its customary use.

(2) The Customer shall immediately notify SuitePad of any defects or damage to the rented hardware.

The amount of the monthly rental fee depends on the specific software package that is indicated in the offer countersigned by the customer.

4.1 Rental Fee

The monthly rental fee to be paid is indicated in the offer. SuitePad will charge the customer at the beginning of every consecutive month for the agreed rental fee.

4.2 Rental Fee for Performance Drivers

(1) If a performance-based component of the monthly rental fee is agreed upon, it will be determined on the basis of valid orders (for example, orders not to clean the room (green options), breakfast upsells, etc.) as follows:

a) If the customer triggers pop-ups for orders in the SuitePad Software through a Property Management System Interface (PMS Interface), at least 98% of all requested orders that are counted in the SuitePad backend are considered to be valid orders.

b) If the customer does not have a PMS Interface, at least 80% of all requested orders are considered valid orders. Regardless of this is the triggering of the pop-up part of the fair use clause.

This calculation is based on the assumption that requested orders more accurately represent the number of valid orders in hotels that use a PMS Interface than in hotels without a PMS Interface. To account for possible inaccuracies between requested orders and valid orders, SuitePad grants the deductions mentioned above but reserves the right to deduct less if it can show a higher percentage of valid orders.

(2) SuitePad will charge the customer at the beginning of every consecutive month for the number of valid orders multiplied by the agreed-upon value per order.

(3) If a customer triggers test orders to check the functionality of the feature, they need to do so on devices attached to rooms that can clearly be identified as test rooms. Otherwise, the customer will be charged for test orders.

4.3 Payment

If not agreed otherwise, the rental fee is to be paid to SuitePad within 7 working days after receipt of the invoice by the customer by wire transfer to SuitePad’s bank account at Berliner Sparkasse (IBAN DE51100500000190133880, BIC: BELADEBEXXX). Compliance with the payment deadline is determined by the value date to SuitePad’s bank account. If the customer is located in the Single European Payment Area (SEPA), they agree to grant SuitePad a business direct debit authorization to withdraw the monthly rental fee.

(1) During the first contractual year, SuitePad replaces stolen hardware at no extra cost to the customer.

(2) Except from §5 (1), the customer will have to pay for repairs to broken hardware and will have to pay for replacement hardware for stolen devices. However, SuitePad will repair or replace broken or stolen hardware for an additional recurring fee as agreed between the parties from time to time.

(3) Neither under paragraph (1), nor under paragraph (2), sentence 2 will SuitePad repair or replace hardware if the breakage or theft was caused by the customer's willful intent or gross negligence.

6.1 Rental Term

(1) The agreement starts when SuitePad receives the countersigned offer from the Customer. The Customer’s payment obligations start either

a) with the installation of the devices, or rather activation of the performance drivers at the customer’s hotel; or

b) in the performance-based model: at latest two weeks after devices have been delivered. If the installation at the hotel does not take place within two weeks after delivery, the customer will be charged EUR 0,40 per device per day until the installation is completed and the performance drivers are activated.

c) in the performance-based model: in case the customer is responsible for delaying the project after the signature (e.g. uploading their content with a delay): four months after contract signing. In this case, the customer will be charged EUR 0,20 per device per day until the installation is completed and the performance drivers are activated.

d) in the subscription model: in case the customer is responsible for delaying the project after signature (e.g. uploading their content with a delay): four months after contract signing. In this case, the subscription contract will start, and the agreed-upon contract terms apply.

e) in the subscription model: two weeks after the hotel has received the hardware, to the agreed conditions

f) on the agreed start date, if an explicit installation date is agreed upon between the customer and SuitePad after the start of the contract (confirmation from SuitePad via email).

The number of licenses agreed in this contract is decisive for the amount of the payment obligations. Subsidiary agreements on partial equipment with fewer licenses must be made in writing.

(2) If the parties did not agree on an initial minimal term, the rental agreement runs for a term of thirty-six (36) months and renews for another term of twelve (12) months unless one of the parties terminates the agreement in accordance with the termination periods set out below.

6.2 Ordinary Termination

(1) The contracting parties may terminate the agreement by giving three months’ notice to the end of an agreed term. The date of receipt of the notice of termination by the other party is decisive. Notice of termination must be given in writing, excluding the electronic form.

(2) In the event of a termination of the agreement, the customer must, upon expiration of the rental agreement, remove the application and all its components. Any hardware must be returned.

(3) The right to extraordinary termination for good cause (§89a HGB) remains unaffected.

6.3 Extraordinary Termination (§89a HGB)

(1) Either party may terminate the agreement without notice for good cause. Causes for extraordinary termination may include,

a) that the minimum technical requirements are not met (§ 2.2 (2) of this agreement);

b) the monthly fee per device is below EUR 4 in three consecutive months (monthly minimum fee)

(2) In case of cancellations due to the above-mentioned monthly minimum fee, SuitePads grants the customer a cancellation period of 3 months. (3) In the event of extraordinary termination, the customer must remove the application and all of its components without undue delay. Any hardware must be returned.

SuitePad provides technical support to the customer free of charge (hereinafter referred to as Support). Support is offered via email and telephone Monday to Friday from 9:00 to 18:00. SuitePad provides on-site Support by appointment only. SuitePad provides no direct support to hotel guests unless otherwise agreed upon.

Unless otherwise agreed, SuitePad will ship the hardware to the customer. The customer bears the costs for customs, packaging, and shipping. These costs are based on quantities and place of dispatch. The customer also bears the costs of all customs duties and taxes.

(1) As SuitePad provides hardware and software without initial cost to the customer, it requires that the customer is offering daily housekeeping and is putting in best efforts that the system is fully up and running. Only this way it can be ensured that the application can be used by customer's guests. That is why the customer is responsible for ensuring a stable WIFI connection and sufficient battery levels of all devices, that the devices are placed in the room and easily visible for guests.

(2) Furthermore, the customer must comply with SuitePad's technical requirements (https://www.suitepad.de/en/requirements). The customer also agrees that a housekeeping waiver is not promoted towards their guest through any other way of communication (e.g., asking the guest at reception).

(3) If the customer is not putting in their best effort to ensure a running solution (this includes ensuring the devices are being charged and placed at a visible and convenient place for the guest to use) or if the technical requirements are not met SuitePad is entitled to claim forgone revenues from the customer in the amount of EUR 0,40 per device per day. This also applies if the hotel does not offer daily housekeeping or if the property is closed.

(4) SuitePad has the right to inspect the proper placement and connection of the devices.

(5) Furthermore, SuitePad has the sole right to change the placement, presentation, and design of the performance drivers within the software.

(6) This includes, but is not limited to, the best practices generated by SuitePad to provide the performance drivers both as a tile and as a pop-up.

SuitePad can input third-party advertising onto the devices. The customer will receive 30% of the net advertising proceeds generated by the tablets it has in operation. SuitePad shall notify the customer of the input of advertising material from a new advertising partner via email. The customer may object to the announced advertising partner within seven days after the announcement email is sent if it does not wish to display the advertising of this advertising partner on its tablets.

The Customer agrees to be listed as a reference in SuitePad’s advertising (for example, on the website, in newsletters, or in catalogs and brochures). It grants SuitePad the right to specifically name the customer and to use its firm, trademark(s) or brand for advertising purposes. SuitePad may use the software customized for the customer in its own advertising as an example of the power and functionality of SuitePad.

The customer and SuitePad agree that the pricing or determined value per performance driver can be adjusted by SuitePad once a year according to a relevant price index. The changes will apply to all prices (value per performance driver, cost cap, set-up fee, additional services, etc.). New prices will be valid from the date mentioned in the announcement of the price adjustment.

(1) The Customer's claims for damages or compensation for wasted expenditures are governed by this supplemental provision, which shall take precedence over the other provisions of this agreement.

(2) SuitePad assumes unlimited liability for damages to life, body or health which can be attributed to a deliberate or negligent breach of duty by SuitePad, its legal representatives or assistants.

(3) For all other claims SuitePad shall have unlimited liability only if the guaranteed quality is absent or in cases of intent or gross negligence on the part of SuitePad's legal representatives or assistants.

(4) SuitePad is liable for slight negligence only if it violated an obligation of particular importance for the attainment of the agreement’s purpose, which the Customer usually can rely on (hereinafter referred to as Cardinal Duties). The liability for a slight negligent breach of a Cardinal Duty is limited to such damage that could reasonably have been foreseen due to the nature of the relevant contractual relationship.

(5) The parties agree that the damage that could reasonably have been foreseen due to the nature of the relevant contractual relationship does not exceed five times the monthly net payment owed by the customer.

(6) SuitePad makes continual backups of customer data. The liability for loss of data shall be limited to the typical expense which would be incurred when restoring from the customer's backups conducted routinely and corresponding to the risk.

(7) Liability under the Product Liability Law remains unaffected.

(1) The recipient is obliged to treat all confidential information received in connection with this agreement as strictly confidential. Confidential information shall be treated by the Recipient with the same care that it uses to protect its own information of a comparable nature, but at least with the care of a prudent businessman.

(2) All confidential information made available to the recipient shall be kept inaccessible to third parties. Confidential information may not be published or reproduced, nor made available to third parties, nor used for any purpose other than that originally intended, without the prior written consent of the Discloser. The recipient is obligated to inform the disclosing party immediately if it becomes aware or has reasonable grounds to suspect that confidential information has been disclosed without authorization.

(1) Any changes to this agreement, including this provision, have to be made in writing.

(2) If any provisions of this agreement are or become invalid, this shall not affect the validity of the remaining provisions of this agreement. The parties undertake to replace the invalid provisions with legally valid provisions that come closest to achieving the objective of the invalid provisions. The same applies for gaps in the provisions of the agreement. In order to rectify the gap, the parties undertake to agree on a provision which comes as close as possible to that which the parties, in accordance with the purpose of the agreement, would have included if this point had previously been considered by them.

This agreement is governed solely by the national laws of the Federal Republic of Germany; the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, CISG) does not apply. The legal venue is Berlin, Germany.

(1) SuitePad can change these General Terms and Conditions from time to time, especially to adapt them to changed statutory provisions, changes in SuitePad’s offerings or changes made necessary by a court’s ruling or the order of a competent regulatory body. SuitePad will announce the change to the Customer a reasonable period of time before the effective date of the change.

(2) If the changes do not affect the main performance obligations including the remuneration and do not materially shift the balance of rights and obligations to the advantage of SuitePad, the Customer’s consent to the change as deemed to have been given if the Customer does not object to the change within a reasonable deadline before the effective date of the change. SuitePad will notify the Customer of the effective date, the deadline, and the effect of a lack of objection at the same time as it informs about the change.

(3) If § 17 (2) of this agreement does not apply, SuitePad will collect the Customer’s express consent in another way, including a pup-up in the software. Such consent has to be given by an authorized representative of the Customer.