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Saas contract conditions template

This document is a template. Where necessary, this agreement will be made available for signature.

1. Service overview

Char pmslink is an integrated system, delivered as a service (SaaS), and acts as a connector between different computers, devices and systems used in a hotel, collecting data and routing actions with its own interfaces, to manage and operate the processed information. It is a standalone module, with its own functional characteristics.

The features and functionality of pmslink are included in Annex I of this document, as part of the overall agreement. Their delivery is subject to the contract and are intended to meet the specific needs of the contractor, always according to their characteristics and limitations.

This contract is intended to provide by CHAR and the CONTRACTOR the work and necessary elements to provide the service offered by each contracted module inside the system pmslink defining its scope, characteristics and limitations.

2. Contracted services and billing information

Contrated services:

Establishment
Number of rooms
Contracted Period1 calendar year from the start of the service
Contracted modules and monthly amount for each fee, in Euros, taxes not included
Total annual amount for each fee, in Euros, taxes not included
Billing frequencyPrepaid yearly periods
Payment termsPrepaid bank transfer
TermsPrepaid
Due Date

Particular conditions:

There are no special conditions applied that modify, expand or limit any clauses or sections established in the general conditions.

3. Acceptance

Both parts agree and undertake all agreements in the general conditions that follow below and in the Annexes regarding the contracted modules. To agree it will be sufficient:

  • On CHAR part by submitting this document completed with the details of the contractor and the economic valuation of the contracted services, attached in an e-mail message.
  • On part of the contractor, to respond to the e-mail message, attaching the contract sent and expressing their acceptance. This message will be considered as sufficient formal commitment valid for both sides and a sufficient agreement.

4. Service, maintenance and technical support provided.

CHAR will provide the contracted service whilst this contract is valid and active, performing the necessary maintenance required by pmslink, monitoring the integration with the CONTRACTORS computers and management system, providing the interfaces and functionalities described, and attending, in general, the incidents detected and reported by the CONTRACTOR related to the contracted services.

Monitoring local integration processes

Monitoring and controlling the local integration processes with computers, devices and management systems, will be performed primarily by receiving alerts of the processes involved, through e-mail messages addressed to the CHAR technical support centre.

For this, the CONTRACTOR must provide what is necessary to be able to send these messages by mail through the CHAR servers or the servers that the CONTRACTOR makes available for this purpose.

In the event that for security reasons or any other reason the CONTRACTOR has not collaborated to send these messages, it is understood that they reject this service without involving any changes in the terms of the contract, or in the economic conditions, assuming the monitoring tasks directly and under their responsibility.

CHAR does not guarantee that remote monitoring can detect all possible incidents that may occur. Therefore, the CONTRACTOR must apply their own control mechanisms for this purpose and in addition to the supervision provided by CHAR.

Attention and solving incidents

The attention given to the incidents related with the contracted services, in the CONTRACTORS local installations, will be performed remotely via Internet provided by the CONTRACTOR. Any type of in-house services or work directly in the contractor’s installations, are not included in this contract.

The tools needed to establish remote connections to the equipment involved will be provided by CHAR as long as there is no specific security, connection or any other requirements, needed in a particular way by the CONTRACTOR. In that case it shall be the CONTRACTOR who provides CHAR, without any charge and without involving any cost to CHAR, the tools and necessary permissions.

These connections may be neglected, that is, with the possibility of working without the intervention of the CONTRACTOR, or conversely, must have their acceptance to implement in each case. In any case, it is the CONTRACTOR who will determine the limitations of these connections.

In the event that the CONTRACTOR, for security reasons or any other reason, do not allow these remote connections for maintenance task, they fully assume the responsibility to perform maintenance tasks using their own resources, supported by telephone communication or e-mail with the CHAR technical support centre. In this case, CHAR will not accept responsibility for resolving the issues raised, understanding, with this decision, that the CONTRACTOR assumes responsibility, without affecting the contracted services even if for this reason is not possible to fully benefit the services provided.

In the case of incidents directly detected by CHAR and in the case of having unassisted connection to the affected systems, they will be resolved directly by CHAR without any involvement from the CONTRACTOR.

In the event that, at the criterion of CHAR, these incidents were relevant, they will be communicated to the CONTRACTOR in order to notify their existence and resolution.

In the event that the detected incidents originate from third-parties processes, equipment, devices, management systems or any other, CHAR only have the responsibility to communicate to the CONTRACTOR its existence, meaning that the reporting, complaints and/or monitoring to the third parties involved, corresponds to the CONTRACTOR and the obligation for CHAR regarding these incidents, is to detect, analyze and collaborate when necessary to help resolve them. Even when these incidents prevent providing the services contracted from CHAR, it is understood that this management is part of the service itself and that any claims the CONTRACTOR is entitled to, must be made directly to the third parties involved.

In any case, the CONTRACTOR may at any time report to CHAR, incidents detected on their account with the service provided, assuming CHAR the obligation to resolve, in case of friction with their processes, or evaluate them so they can be reported to the third parties involved.

To report incidents the CONTRACTOR may contact the CHAR technical support centre:

  • Technical support for char pmslink: https://charpmslink.com/helpdesk/
  • Timetable: working days from Monday to Friday from 9:00 to 18:00 GMT + 1, (except local holidays) in the support centre located in Barcelona, Spain.

This information may change during the subscribed service period. If this happens, CHAR will communicate the changes to the CONTRACTOR as soon as they are forecast.

5. Start, duration and ending the service contract

This contract will be effective from the date of this document.

The start of the contracted service will start from the beginning of the remote installation work required to integrate with the CONTRACTOR’s local management systems or configuration of the contracted modules, understanding that these tasks are part of our own service.

The service will be provided from the start of the service and for the period specified in the conditions stipulated in paragraph 3 and in accordance with the terms of this contract.

In the event that within 60 calendar days from the start of this contract, the work to set up the service has not begun and was caused beyond CHAR responsibility, CHAR reserves the right to cancel this contract for all purposes.

After the period initially contracted, it shall be deemed automatically renewable for periods of similar duration unless either part notifies the other in a reliable form of its desire to not renew the contract at least 30 calendar days in advance.

However, this contract will be extinguished in advance for any of the following causes:

  • By mutual agreement by both parties.
  • Serious breach or manifest of its clauses.
  • For impossibility, legal or material, to meet its objectives.
  • Claimed by the CONTRACTOR. The CONTRACTOR may terminate the contract in advance, at any time during its valid period, by reasonable communication to CHAR with a minimum of 30 calendar days. In this case the CONTRACTOR shall pay CHAR in compensation and to cover the installation costs 30% of the agreed annual amount, regardless of the amount paid up until that moment. In these circumstances CHAR will cancel the invoice made at the start or renewal of the service and proceed to bill from the date of notification, the time consumed from the start or renewal up to 30 calendar days from the notification date, calculated in proportion to the annual fee, and adding 30% of the annual amount of the service in the concept of compensation.
  • Any other cause that it is considered by the legislation.

When terminating the contract, whatever its cause:

  • CHAR will no longer provide the contracted service, disabling the contracted modules and/or connection to the CHAR servers.
  • The CONTRACTOR will give back to CHAR the licenses that they may have supplied in deposit for the drivers and or installed modules locally by CHAR to be able to run the service. To be able to do this, they will allow CHAR access to their equipment where these have been installed in order to proceed with uninstalling them.
  • Both parties will be released from the commitments and obligations undertaken under this contract except for the confidentiality clause, which remain in force indefinitely.

6. Billing and payment for the service contract

The amounts corresponding to the fee of the contracted services, calculated based on the number of rooms in the controlled installation, will be billed at the start of the subscribed service period, according to the agreements made in paragraph 6 of this contract.

The service fees will be billed for advance periods set out in paragraph 3 of this contract and depending on the frequency, amounts and payment terms agreed.

The fees of the service will not suffer variation within the contracted period.

At the end of this period and for its automatic renewal, the service fee will be increased by the percentage that may be applicable according to the increase of the Index of Consumer Prices (CPI) published by the National Statistics Institute of Spain or organization that can officially replace this one in the future, and corresponding to the last annual fee paid.

7. Extend or reduce controlled rooms and/or contracted modules

Extension

The CONTRACTOR may request, at any time it deems appropriate, to extend the number of rooms controlled and/or contracted modules.

The CONTRACTOR only needs to communicate this request to CHAR and their sales contacts, stating the details of the requested extension. This communication will be part of this agreement, as an annex.

CHAR will activate the extension of the services requested and issue an invoice.

The period invoiced will corresponds to the proportion from the time of the extension to the next billing period, and in the next bill the full service will be included.

Attention and solving incidents

The CONTRACTOR may request to reduce the number of rooms controlled and/or modules contracted within a minimum period of 30 calendar days to the next billing period.

The CONTRACTOR only needs to communicate this request to CHAR and their sales contacts, stating the details of the requested reduction. This communication will be part of this agreement, as an annex.

CHAR will manage the requested reduction of services at the beginning of the next billing period and will issue an invoice according to the number of remaining services.

8. Termination and suspension of this contract

Non-payment by the CONTRACTOR of any of the invoices issued by CHAR for the price amounts established in this contract will result in the immediate suspension of this contract until such payments are resolved. For this purpose, it is considered a non-payment to CHAR an amount due one calendar month later from the agreed date of payment.

During this suspension, none of the contracted services will be provided, and this suspension period will not be extended on to the subscribed service period, as it is accepted and considered by the CONTRACTOR as a financial compensation to CHAR for breach of its obligations.

Upon finalization of the period contracted while in this situation, the contract will be terminated, without any obligation to CHAR to notify the CONTRACTOR. This will not affect in any way the obligation of the CONTRACTOR to make payment of any outstanding amounts existing at the time of termination.

9. Subrogation

Both sides, as long as this contract is in effect, authorizes to freely waive all obligations and rights contained therein, to natural or legal persons that may be necessary before the change of ownership, or of operating company, or of management company, or of tax information and in general to any changes in the state of either parts affected in this contract, to make payment or to receive payment of this service.

This subrogation will be formalized through the appropriate communication that will become part of this agreement as an annex, with effect from the moment of its communication.

10. Confidentiality

Both parts are obligated to treat as confidential any information that is provided or obtained in the execution of this contract, agreeing not to disclose during, or after, the effective date thereof and is subject to the same obliged security measures that are to apply to information confidential from other suppliers and customers.

This obligation also applies to all employees and/or partners of both parts who know or may have access to such confidential information. Confidential information is understood as all exchanged or becomes known to the parts, in writing or verbally, it is indicated by either part as such, or all that is not considered as public domain or which is typically not publicly disclosed.

These obligations will be effective indefinitely after the termination of the services and the contract itself

11. Authorization

Both parts mutually authorize the possibility of public disclose of the existence of this contract, this being limited to the mere existence of it and keeping the details of its contents confidential.

Likewise, the CONTRACTOR expressly authorizes CHAR in relation to the contracted services to:

  • Request from the involved suppliers of the devices, equipment and/or management systems and receive on their behalf, protocols and data required in order to perform the processes needed for the service.
  • Report on their behalf to the involved suppliers of the devices, equipment and/or management systems any incidents detected in connection or related processes.

12. Limitation of liability

CHAR hereby commits to perform its services properly and with all reasonable care possible under the current technical state. The CONTRACTOR accepts that CHAR cannot guarantee the resolution of all incidents that are transmitted or may arise, or that they will be resolved in a predetermined period.

This agreement does not guarantee the suitability of the CHAR UHM services to obtain certain particular purposes, therefore CHAR is not responsible in any way toward the CONTRACTOR, user or any person or entity employing of these services, of any financial damage, occupational or legal, allegedly caused by the use or lack of use thereof this service.

CHAR will not be liable for breach of its obligations defined in this contract, if the performance of such obligations has been hindered, interfered with or delayed by circumstances beyond its reasonable control. Such circumstances include, for example, the inability to access the Technical Support Service by the CONTRACTOR or technical staff of CHAR by acts of majeure force as general failure of communications or power failure.

13. Data protection policy

In accordance with the provisions of the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of April 27,2016 (General Regulation of Data Protection), we inform you that you are able to know about our data protection policy in the following link: https://charpmslink.com/privacy-policy/

14. Jurisdiction

Both parts commit to resolve in a friendly manner any disagreement that may arise in connection with this contract.

In cases where this is impossible and should be resorted with ordinary Jurisdiction, the parties expressly waive their own jurisdiction and submit to the jurisdiction of the Courts of the city of Barcelona.

15. Translation

This present contract is also available in Spanish upon simple request. In case of any discrepancy between the original Spanish version and the translation thereof, the Spanish version shall prevail.

ANNEX I. pmslink Service

Service description

This Annex defines the specific terms and characteristics with respect to the specific presentation of the CHAR PMSLINK service, subject to whether this service has been contracted, and within the general agreement signed between the CONTRACTOR and CHAR, forming part of it to all its effects.

The CHAR PMSLINK service aims to provide the CONTRACTOR and by CHAR the work and necessary elements for the integration of:

  • Different equipment and devices: Communication systems (local or remote PBX) internet access systems (HOTSPOT), interactive TV systems, domotic systems, and generally any equipment or device installed in the hotel. These equipment and devices will be generally called “EQUIPMENT”.
  • With the CONTRACTOR’s management systems, whether developed in-house or third party: Hotel management systems, CRM, databases, host applications, incidents systems, productivity, etc., generally called “PMS” and, within the pmslink service, especially with the tools and systems that this provides.

Providing tools for control and specific management:

  • CHAR UTILE EXPRESS used as a web interface to control the guest phone calls. (Maybe in Spanish only).

The system is provided as a supply of services that includes the necessary elements for its completion:

  • The Licenses and modules of CHARs own software, that may need to be installed to be able to operate data and/or connectivity between EQUIPMENT and management systems PMS.
  • The technical work needed for the installation, set up, training, maintenance and generally any that are directly related to presenting the service and related with the servers and the software modules of CHAR.

Scope and limitations of equipment and integration with PMS

The scope and functionality of the EQUIPMENT and the integration with the PMS is subject to:

  • The possibility of its production: the various EQUIPMENT and PMS being integrated should provide interfaces or appropriate means for it.
  • Available data and interface actions: integration with EQUIPMENT and PMS will only be limited to the information and functions supported by them, offering CHAR in all cases the possibility to process all that the EQUIPMENT can offer and/or PMS. CHAR is not responsible for any functions not supported by the EQUIPMENT and/or PMS or the correct process these might make to the integrated functions.

There is no limit on the possible number of licensed EQUIPMENT and PMS to integrate. The only limitation is those of the technological limits and/or the hardware and/or S.O. on which the software modules involved are based, can withstand.

Not included within the scope of integration are:

  • The physical means of connection, communication, interface’s license, equipment and/or hardware devices of any kind. Any third-party software items are also excluded from the contracted service.

Connection with EQUIPMENT AND PMS

CHAR will remotely make the connections with the EQUIPMENT and the PMS involved, according to the general conditions of this service contract. The CONTRACTOR will provide from its staff, the necessary collaboration.

These connections will be made through the necessary local installation of drivers and/or software modules, owned by CHAR.

The license for the use of these drivers and/or software modules will be temporally given to the CONTRACTOR with no additional charge to the contracted service and for the duration of this contract.

The CONTRACTOR shall provide any necessary hardware, computers, operating systems, and generally any license, authorization, or other elements to be able to perform the processes required for the running of the service.

Integration with EQUIPMENT and PMS will take place, as and when, by:

  • Mechanisms and permitted protocols between CHAR and the various EQUIPMENT and PMS through certification, technological agreement or connection means usually made between them.
  • Using other protocols of other systems supported by EQUIPMENT and PMS.
  • Using standard protocols provided by CHAR by away of API integration.
  • CHAR adapting their interfaces according to the specifications provided by the EQUIPMENT and PMS.

In the case of the EQUIPMENT and PMS without certified interfaces with CHAR, CHAR will carry out the necessary integration work themselves without this representing any additional cost to the contracted service, and within the time limits CHAR deems reasonably necessary. These limits shall be subject to the availability of the supplier of the EQUIPMENT and PMS for their development processes, testing and/or certification.

The possible costs the supplier of the EQUIPMENT and PMS may require from the CONTRACTOR in order to make the integration (work, adaptations, licenses, data lines, etc.) will be provided and fully paid for by the CONTRACTOR.

Integration with the EQUIPMENT and PMS will be adapted in the course of the contract to changes therein that may occur, as well as integration with new EQUIPMENTS and/or PMS that can replace the existing ones at the time the service was activated.

CHAR will coordinate with the CONTRACTOR staff when performing these connections and set up processes. The CONTRACTOR should coordinate the collaboration of their own or contracted under their supervision, personnel, to carry out the necessary work in the EQUIPMENT and/or PMS, checks, tests, and generally any task that is required from them which involve remote or in-house work and/or physical checks in the installation.

CHAR is not responsible for the operation and maintenance of any hardware equipment or software modules from third parties that may be used in these connections, leaving them under the responsibility of the CONTRACTOR, even if CHAR cooperate as necessary to address any issues that may arise. CHAR will give remote training to the CONTRACTOR’s staff on the technical characteristics of the connections made, and the use, if appropriate, of the software modules installed, and the protocols used, in case of incidents.

The CONTRACTOR will provide the necessary date at the time the service is activated, to process the data supplied by the EQUIPMENT and/or PMS to be able to configure the required connection to the EQUIPMENT and/or PMS involved (rooms, features, numbers, rates, etc.) correctly.

CHAR will notify the specified CONTRACTOR’s contacts and addresses, all incidents that are detected in connection with EQUIPMENT and/or PMS.

CHAR will collaborate in solving them, reporting to the supplier involved and informing the CONTRACTOR the solution, but without assuming any responsibility in the deadlines, terms and conditions for this, which are under the jurisdiction and exclusive responsibility of the EQUIPMENT and/or PMS supplier involved.

Even when these issues prevent the full benefit of the services contracted with CHAR, it is understood that these are alien to CHAR, detecting and reporting them are their only obligation and any claims the CONTRACTOR is entitled to, must be made directly to the supplier of the EQUIPMENT and/or PMS as these are responsible for their own systems and processes.

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