On the one hand, Coastline Villa Holding B.V., a limited liability company incorporated in Driebergen, with registered office at Oude Enghweg 2, 1217 JC Hilversum, The Netherlands and Tax Identification Number NL8080.89.857.B.01,
hereinafter referred to as i-Rent.net.
And on the other hand, the client, a limited liability company or another juridical or natural person, that establishes a business activity by virtue of these presents. The client knows, understands and freely agrees with the contents of this Agreement, after being informed about the service characteristics. The client shall, in all cases, be the beneficiary of the service rendered by i-Rent.net pursuant to the terms set forth by i-Rent.net. Hereinafter referred to as The client.
Both parties have full legal capacity to formalise this Agreement and mutually acknowledge such capacity.
I. That i-Rent.net is an entity engaged in delivering internet services through the web page located at URL www.i-rent.net, www.rentalbookingsystem.com and www.checkmyreservation.com, which the former owns fully. One of the core services rendered by i-Rent.net includes the delivery of a tourist accommodation booking system.
II. That the client has an interest in using the tourist accommodation booking system provided by i-Rent.net.
III. That based upon the fact that the client considers that i-Rent.net has the capacity necessary to render the services required by the client, as well as the means needed to such end, both parties have agreed to formalise this Agreement pursuant to the following.
FIRST - PURPOSE
The purpose of this Agreement shall be to regulate the tourist accommodation booking service that i-Rent.net shall render to the client.
i-Rent.net agrees to put all of its expertise and professional capacity at the disposal of the client, adjusting its work to the web project requirements.
SECOND – SERVICE DESCRIPTION
2.1 The technical features of the services delivered by i-Rent.net and regulated by this Agreement are clearly stated at the web page www.i-rent.net and/or the quotation.
2.2 The terms and conditions set out herein apply to tourist accommodation booking services and prices on the web upon hiring, as specified in the final quotation sent by i-Rent.net to the client.
2.3 The booking system services are designed, unless otherwise provided for by i-Rent.net, for optimal visualization at a screen resolution of 1024 x 768 pixels with the Internet Explorer browser starting with Version 6. Nevertheless, other browsers (such as Netscape, Mozilla Firefox, Opera or Thunderbird and/or in other screen resolutions, the Web site can be viewed and contents accessed without significant problems. However, some distortions could appear in the web page’s general layout, scroll bars, minor distortions in the alignment of paragraphs and/or image position, slight variations in colour shades, etc. In any case, said slight distortions shall not impair the website functionality.
THIRD - VALIDITY
3.1 The service delivered by i-Rent.net being the subject matter of this Agreement shall become into force once the client has settled the service rate, as per Provision 7 herein - FORM OF PAYMENT. The start-up of the hired service development shall depend on the form of payment selected and the time needed by i-Rent.net to prove said payment, there being an estimated maximum average term of 72 hours. Thereafter, the client shall provide i-Rent.net with all the graphical and informative material needed to develop and complete the service adequately.
3.2 The Agreement shall have an annual duration and shall be renewed automatically, save for previous notification served by either party within a minimum term of one month before the renewal date.
FOURTH – OBLIGATIONS AND LIABILITIES OF i-Rent.net
4.1 i-Rent.net agrees to deliver the service to the client - the purpose of this Agreement - making its best efforts in performing such work efficiently. The client shall be entitled to demand the justification of said structural decisions at any time, which i-Rent.net shall submit in writing within a maximum term of one week.
4.2 i-Rent.net shall serve all notifications to the client by electronic mail to the e-mail address provided by the client. Therefor, i-Rent.net shall have no responsibility whatsoever regarding any consequences derived from failures in the operation of such electronic mail.
4.3 i-Rent.net shall keep the information furnished by the client as well as that submitted as part of its work under strict confidentiality. This provision shall apply in view of the clear damages that could affect the client due to the disclosure of its Internet access plans and perspectives.
4.4 In general, i-Rent.net shall advise and warn the client on the entrusted work. The hiring party may have little or no previous knowledge at all about the technical and strategic aspects of an online booking system. Therefor, i-Rent.net, as expert on the subject, shall contribute its know-how and expertise to guide the client.
4.5 Unless otherwise provided for, i-Rent.net agrees to make its best efforts to guarantee that the service shall be available, in general terms, 24 hours a day throughout the year, unless certain interventions require the service interruption. The client expressly states that it is aware of the fact that the service may be interrupted involuntarily, causing the service interruption due to maintenance, repair, safety, service or functionality increase or enhancement and any other activity having an impact on the service improvement or preservation. Notwithstanding the foregoing, i-Rent.net shall reserve the right to interrupt the service in the following cases:
I. When so determined by a court or competent administrative authority.
II. When a duly justified claim is received advising i-Rent.net that unauthorised material has been entered in the booking system.
III. When there are sufficient grounds to believe that the booking system contains unauthorised material damaging rights of third parties.
i-Rent.net, shall, in any case and as far as possible, make its best efforts to notify the client about the periods of time when such interruptions will take place. Such suspensions and/or interruptions shall give rise to no indemnity right whatsoever in favour of the client.
4.6 Under no circumstances shall i-Rent.net be held liable for any damages caused as a result of an external attack against the system. i-Rent.net agrees to maintain websites within the maximum security limits in reasonable terms. Nevertheless, it must be understood that no system is fully secure.
FIFTH – OBLIGATIONS AND LIABILITIES OF the client
5.1 Use of the service other than in good faith is forbidden.
5.2 The following shall be forbidden as well:
I. The execution of projects contrary to the Dutch laws or violating rights of third parties.
II. The publication or dissemination of any contents that, in the opinion of i-Rent.net, may be violent, obscene, indecent, illegal, discriminatory, xenophobic or slanderous. Particularly but not limited to, the following contents shall not be permitted:
a) material infringing unduly authorised authorship rights, or any other intellectual or industrial property rights;
b) material offensive to the community and public morale;
c) material supporting terrorism, racism or any other illegal behaviour;
d) pornographic material, specially the type involving minors;
e) threatening or slanderous material;
i-Rent.net shall be entitled to interrupt the service until the client withdraws such data or contents.
III. Cracks, program serial numbers or any other contents violating intellectual property rights of third parties.
IV. The collection and/or utilisation of personal data from other users in breach of Organic Law 15/1999, dated 13 December, on Personal Data Protection.
V. The disclosure of login user names and passwords to third parties.
5.3 the client agrees to provide an e-mail address and to keep it operational in order to receive any notifications generated by the booking system.
5.4 The client shall be fully responsible for the use of the hired service and the contents stored as part thereof. It further agrees to observe the intellectual and industrial property rights of the information and contents that the former may decide to include in its website, safeguarding i-Rent.net from any claim caused as a result therefrom.
Information Ownership: The client guarantees that it is the owner of the information contained in the booking system or that, in any case, it has intellectual or industrial property rights and authorisation to disclose such information over the Internet and to host data that may be transferred to the server without violating any any rights of third parties.
5.5 The client shall indemnify i-Rent.net for any expenses incurred by the latter due to circumstances attributable to the client, including the fees and costs of lawyers hired by i-Rent.net, even in the case of non-final judicial decision.
5.6 The client agrees to provide the overall graphical and informative material required by i-Rent.net to prepare and commission the hired service. Likewise, it shall facilitate the work of i-Rent.net to the maximum extent possible in order to obtain the desired final product.
5.7 The client agrees to maintain all the information, descriptions and photographs relative to all tourist accommodation resorts available for rental updated at all times so that they may reflect the accommodation features accurately. Specifically, the client shall maintain all the information concerning the occupation and availability of accommodation locations updated.
5.8 The client agrees to pay the agreed price on a timely basis. Should the client fail to pay the relevant amounts or honour them in due time, then i-Rent.net shall interrupt the service until such payments are duly settled.
SIXTH – PRICE OF SERVICES
6.1 The price of services delivered by i-Rent.net is specified in the quotation.
6.2 Any modification by the client of the hired services shall vary the price of the hired product upwards but never downwards. The minimum price of the hired services is the one specified in the quotation.
SEVENTH – FORM OF PAYMENT
7.1 Payments of the online booking system are automatically deducted from the credit in the clients account. Payments for credit in the account can be settled by bank transfer or credit card.
7.2 Bank transfers shall be done to bank account number:
IBAN: NL62 ABNA 0422 8862 70
held with the ABN Amro. Once the client makes a payment, the same shall send a copy of the bank transfer voucher. Bank transfer expenses shall be borne by the client.
EIGHT - MODIFICATIONS
8.1 i-Rent.net shall reserve the right to modify the characteristics of the delivered service and shall pursue to act to the benefit of the same. If applicable, i-Rent.net shall notify the client about the changes made as soon as possible. the client shall have a term of 15 days to notify its disagreement and terminate the Agreement. Once such term has elapsed, no reply from the client having been received, the latter shall be deemed to have accepted the new conditions.
NINTH - OWNERSHIP
9.1 Regarding control panels, programmed applications, utilities and, in general, any type of programming, i-Rent.net shall be the owner of the source code and the client shall not be entitled to use it. Under no circumstances shall the client have access to the source code, either via FTP or through any other means.
9.2 i-Rent.net shall take all necessary preventive measures to avoid that the client can access the source code of customised programmed applications. Notwithstanding the foregoing, i-Rent.net shall be entitled to file a legal claim should i-Rent.net consider that authorship and intellectual property rights over its source code are being violated either by the client or by a third party.
9.3 i-Rent.net shall not allow either the client or a third party to modify the programming codes, the HTML code or the XML code provided by the system under any circumstances whatsoever. Only i-Rent.net shall have access to the source code and have the right to change it.
TENTH - MAINTENANCE
10.1 The service maintenance shall be the responsibility of i-Rent.net and, unless otherwise provided for in writing by i-Rent.net, such service shall imply no cost whatsoever for the client.
10.2 The client shall be able to request changes and/or enhancements to the booking system insofar as i-Rent.net may consider that they will not affect other system's users.
10.3 Changes requested by the client shall be made within the shortest term possible, according to the workload of i-Rent.net. In any case, changes with no special requirements shall be executed within a maximum term of 14 working days.
ELEVENTH - REIMBURSEMENT
11.1 the client shall not be able to exercise any reimbursement right once the product has been hired, unless the final product fails to comply exactly with the specifications contained in the quotation attached sent by e-mail by i-Rent.net to the client.
TWELFTH – AGREEMENT TERMINATION CAUSES
12.1 Any breach, fully or partially and recurrent by either party of some or all of the obligations or commitments undertaken by virtue of this Agreement shall entitle the other party to terminate it unilaterally. Specifically, the reasons for early termination of this Agreement shall include the following:
I. Bankruptcy or curatorship of either party.
II. If the client fails to comply with any obligations put forward in this Agreement.
THIRTEENTH - NOTIFICATIONS
13.1 i-Rent.net shall send notifications to the client to the electronic mail address indicated by the client.
13.2 The client shall send notifications to i-Rent.net in writing to the following e-mail address: email@example.com. The client shall include its user name or e-mail for login purposes.
FOURTEENTH – GENERAL ASPECTS
This Agreement contains the overall agreement between the parties on the same purpose and subrogates and replaces any other previous agreement, oral or written, that may have been formalised by the parties.
Should any contradiction arise between the conditions foreseen herein and those set out in any other agreement entered into by both parties before, the provisions herein shall prevail.
None of the provisions of this Article has been enforced and neither Party is an agent of the other Party. Neither party shall be held liable for any statement, act or omission by the other party in breach of the aforementioned. Abstention by either party to claim any of its rights in accordance herewith shall not be deemed as a waiver to such rights in the future.
The provisions put forward in this Agreement shall remain in force and be binding to both parties after the termination or expiry thereof, whether it be implicitly or explicitly provided for.
FIFTEENTH – LIMITATION OF GUARANTEE AND LIABILITY
15.1 Under no circumstances shall i-Rent.net or its managers and top management, administrators, shareholders, agents or employees be held liable for any use by the client of the service rendered by i-Rent.net, either for direct or indirect causes.
15.2 The parties acknowledge that the enforcement of this Agreement implies no agency, delegation, guarantee or any agreements other than those expressly stated herein. And in accordance therewith, all the terms, conditions, guarantees or other aspects arising from covenants or general regulations, shall be explicitly excluded to the extent permitted by law.
SIXTEENTH - NULLITY
16.1 Should any provision herein be declared null or void, either fully or partially, by any court or competent authority, the remaining provisions shall remain valid, unless the parties mutually agree to terminate this Agreement.
SEVENTEENTH – APPLICABLE LAW AND COMPETENT COURTS
17.1 Regarding aspects beyond the scope of this Agreement, as well as the construction and settlement of conflicts between the parties as a result thereof, shall be subjected to the Dutch law.
17.2 Should any conflict arise between the parties as for the establishment and enforcement of this Agreement, and should the parties fail to settle it by mutual agreement, the same shall be resolved at the request of the other party after written notification served to the other party through arbitration at the Official Chamber of Trade, Industry and Navigation of The Netherlands.
Each party shall undertake its own arbitration expenses. Nevertheless the arbiters’ indemnity and expenses shall be borne as established by arbitral decision.
17.3 All of the foregoing shall be understood without detriment to the fact that the parties can subject themselves to a legal procedure. In this case, claims shall be filed within the jurisdiction of the courts and tribunals of The Netherlands. The parties shall expressly waive their own jurisdictions should the procedural law allow so, and should such jurisdiction be different.
17.4 If possible in reasonable terms, this Agreement shall continue to be valid during the development of any conflict and/or legal or arbitral proceeding.
In Baarn 29/01/2018.