Algemene voorwaarden
Reservio is a web service/product owned and operated by Reservio, s.r.o., business ID No.: 293 76 033 (hereinafter referred to as the “Provider”). Detailed contact information of the Provider is available here.
The RESERVIO Website, its content and related products and services are available to all individuals of legal age who have capacity to enter into contracts (binding agreements). The Provider is entitled to request individuals accessing all (or some) services and/or products to prove that they meet these criteria in the form of identification or contact information.
These General Terms and Conditions govern your use of all Reservio products and services, including the “www.reservio.com” website and its content (hereinafter referred to as the “Terms and Conditions”).
An integral part of these Terms and Conditions is the Privacy Policy available at Privacy Policy | Reservio Business.
These Terms and Conditions govern our relationship solely with the Users and will not apply to End Customers.
BY USING THE RESERVIO WEBSITE AND ITS CONTENT AND/OR THE RESERVIO PRODUCTS AND/OR SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, AS WELL AS ANY AMENDMENTS, REVISIONS AND CHANGES TO THE TERMS AND CONDITIONS, WHICH MAY BE INTRODUCED FROM TIME TO TIME. IF YOU REJECT OR DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, REFRAIN FROM USING THE RESERVIO WEBSITE, PRODUCTS OR SERVICES.
The Provider reserves the right to revise or alter these Terms and Conditions at any time at its discretion to reflect legal, technical or any other changes in the state of affairs. The most recently updated version of these Terms and Conditions is available on the Website. The Provider agrees to notify Users of changes to these Terms by email at least 10 calendar days prior to the effective date of the new version of the Terms. The User has the right to reject the change of the Terms and Conditions by sending a notice to support@reservio.com; in this case, the contractual relationship will be terminated on the date preceding the effective date of the new version of the Terms and Conditions. If the User does not reject the changes to the Terms and Conditions that have been duly notified to him, the contractual relationship between the Provider and the User will be governed by the new version of the Terms and Conditions.
Note: In the event of any differences between the English and Czech language versions of these Terms and Conditions, the English version will prevail. The English version is available here.
If any part of the Terms and Conditions is inconsistent with what has been mutually agreed when ordering the RESERVIO Services, such mutually agreed arrangement take precedence over these Terms and Conditions.
If any court or other regulator determines that any provision of these Terms and Conditions is invalid or otherwise unenforceable, such provision(s) will be severed from these Terms and Conditions and the remainder of these Terms and Conditions will continue in full force.
DEFINITIONS
For the purposes of these Terms and Conditions:
“Administration” means a mobile or web application designed for the User to upload and administer the Partner Services offered to End Customers or to administer the User´s project and to manage the User´s account.
“Adyen” means Adyen N.V., with its registered office in the Netherlands, Simon Carmiggeltstraat 6-50, 1011 DJ, Amsterdam, registration number: 34259528.
“Adyen Platform” means the platform operated by Adyen to process and accept payments through which Adyen provides the Adyen Services.
“Adyen Services” mean the services provided by Adyen pursuant to the Adyen Payment Services Agreement and the Adyen Terms and Conditions; Adyen Services are further defined in Section C of these Terms and Conditions.
“Adyen Terms and Conditions” mean Adyen Terms & Conditions available at Adyen For Platforms Terms & Conditions - Adyen.
“Basic Payment Terminal Rental Service” means the service consisting in the rental of a basic Payment Terminal in accordance with these Terms and Conditions, the specification of which is available in the Administration. This service requires entry into the RESERVIO Payment Services Agreement and the Payment Services Agreement.
“Business Premises” mean the physical premises where the Partner provides goods/services to End Customers and where End Customers can pay for the Partner goods/services via Payment Terminals in accordance with these Terms and Conditions.
“Chargeback” means the so-called money transfer reversal – i.e. a successful refund at the request of the account holder or card issuer in accordance with the relevant rules of the payment system, resulting in the reversal of the original transaction on the basis of which payment was or should have been made.
“Customer Application” means the mobile application through which End Customers can order or reserve the Partner Service.
“Customer Care Department” means the department of the Provider that handles requests from Users. The Customer Care Department is available to Users at the following e-mail address support@reservio.com.
“End Customer” means the person ordering or booking the Partner Services; in view of the applicable legislation, a distinction is made between an End Customer who is a consumer, i.e. who is not acting in the course of his trade or other business when concluding and performing the agreement, and an End Customer who orders the Partner Services for the purpose of conducting business.
“Final Price” means the price for the Partner Service offered by the Partner to the End Customer including VAT, insofar as the Partner is registered for VAT.
“List of Prohibited Goods and Services” means the list of prohibited goods and services available at https://www.adyen.com/legal/list-restricted-prohibited.
“Marketplace Application” means, collectively, the Marketplace Website and the Customer Application.
“Marketplace Website” means the website relating to the RESERVIO Marketplace service available at www.reservio.cz and www.reservio.sk.
“Original Terms and Conditions” mean the General Terms and Conditions for Partners dated 6 July 2021, available here General Terms and Conditions for Partners (reservio.cz).
“Partner” means an individual or a legal entity that uses the RESERVIO Services for the purpose of business; for the avoidance of any doubt, the Partner can never be considered a consumer.
“Partner Content” means the content uploaded by the Partner to the RESERVIO Website and/or to the Marketplace Application through the Administration related to the Partner Service. The Partner Content usually includes the price, description of the Partner service/products and photos. The Partner acknowledges that the Provider accepts no responsibility for the Partner Content.
“Partner Service” means a specific service offered by the Partner to End Customers.
“Payment Processor” means the Provider´s external partner engaged for the purpose of processing and settling payments. For the purposes of these Terms and Conditions, this is Adyen, in relation to the services it provides.
“Payment Services Agreement” means an agreement for the provision of payment services concluded between the Partner and the Payment Processor, which includes the Processor Terms and Conditions.
“Payment Terminal” means a device that enables the acceptance and processing of transactions for the payment of the Final Price for the Partner´s Services on the Business Premises; unless otherwise specified in these Terms and Conditions or otherwise agreed between the Provider and the Partner in the contractual documentation, the Payment Terminal will be deemed to include its software.
“Payment Terminal Rental Service” means together the Basic Payment Terminal Rental Service and the Superior Payment Terminal Rental Service.
“Premium Services” means paid services offered by the Provider to Partners in addition to the basic free versions of the RESERVIO Services at prices as per the current Price List, selected by the Partner according to its preferences and needs via the Administration. For the avoidance of doubt, the Payment Terminal Rental Service is also considered a Premium Service.
“Price List” means the price list containing the current offer of the Provider’s products/services available on the Website or in the Administration.
“Processor Platform” means the Adyen Platform.
“Processor Service” means the Adyen Services.
“Processor Terms and Conditions” mean the Adyen Terms and Conditions.
“Refund” means the (partial) cancellation of a transaction (return of funds) at the Partner´s request, whereby the funds are returned to the account holder.
“RESERVIO Booking System” means a service in the form of a tool for creating and hosting a booking system, provided by Reservio, s.r.o.
“RESERVIO Booking System Agreement” means an agreement concluded between the Provider and the User, on the provision of the RESERVIO Booking System. Entry into this agreement will take place as provided for in Part B of these Terms and Conditions.
“RESERVIO Marketplace” means the Provider´s service that allows the Partner to offer End Customers in the Customer Application or Marketplace Website, to reserve or directly order the Partner´s Service; for the avoidance of doubt, the RESERVIO Marketplace service is only active in certain regions, depending on the Provider´s current support; a list of countries where RESERVIO Marketplace can be activated is available here.
“RESERVIO Payment Service” means a technical service provided by Reservio, s.r.o. to the Partners in accordance with these Terms and Conditions.
“RESERVIO Payment Services Agreement” means an agreement concluded between the Provider and the Partner, on the provision of the RESERVIO Payment Services. Entry into this agreement will take place as provided for in Part C of these Terms and Conditions.
“RESERVIO Website” means the website and booking tools (widgets) of Users created using the RESERVIO system.
“Scheme rules” mean a set of regulations, rules, guidelines, procedures issued by parties regulating or operating payment services (card associations, companies, card issuers), which may be amended or supplemented from time to time and which the Partner is obliged to comply with when using the relevant payment method.
“Superior Payment Terminal Rental Service” means the service consisting in the rental of a superior Payment Terminal in accordance with these Terms and Conditions, the specification of which is available in the Administration. This service requires entry into the RESERVIO Payment Services Agreement and the Payment Services Agreement.
“User” means any user of the RESERVIO Website, products and/or Services. A User includes a Partner.
“User Account” means the user account created when the User registers on the Website. User accounts are managed via the Administration.
“Website” means the website available at www.reservio.com.
A. RESERVIO SERVICES – BASIC ARRANGEMENTS
1. RESERVIO SERVICES
1.1 RESERVIO SERVICES DEFINITION
RESERVIO Services mean, collectively, the RESERVIO Booking System, the Premium Services, the RESERVIO Payment Services, the Payment Terminal Rental Service and the RESERVIO Marketplace service, further descriptions and versions of which are set out in these Terms and Conditions, in the relevant RESERVIO Service Agreements, on the Website, and in the Marketplace Application.
2. PRICE LIST
2.1 PRICES
Prices for RESERVIO Services are listed in the Price List. VAT at the statutory rate will always be added to any prices stated in the Price List. The User will always see the Final Prices including all taxes, fees and other charges in his shopping cart before completing the purchase. The Price List may be subject to adjustments to take account of changes in the market or may be temporarily replaced by special prices/promotions. Prices in the Price List are quoted in local currency or in US dollars (USD). The Provider reserves the right, in exceptional cases, to negotiate individual prices with the Users.
2.2 BINDING PRICE OFFER
The price indicated for a specific RESERVIO Service at the time of ordering is binding for the User. A change in the price of RESERVIO Services will not affect RESERVIO Services already ordered by the User for the duration of the validity period of the RESERVIO Service in question. The Provider is entitled to unilaterally adjust the agreed prices for RESERVIO Services annually, starting from 1 January of the calendar year 2026, depending on the inflation rate in the Czech Republic. In this way, the Provider shall be entitled to increase the prices for RESERVIO Services exclusively by the average inflation rate in the Czech Republic expressed as a percentage increase in the average annual consumer price index determined and announced by the Czech Statistical Office for the previous calendar year. The Provider undertakes to inform the User of such an increase by e-mail specified in the Administration. Such a price increase is automatically effective against the User from the moment of delivery of this information by the Provider.
2.3 COSTS BORNE BY THE USER
Costs incurred by the User when using means of distance communication for the conclusion of any agreement under these Terms and Conditions (costs of Internet connection, costs of telephone calls) will be borne by the User.
3. ORDERING PREMIUM SERVICES
3.1 PLACING AN ORDER
All Premium Services can be ordered by the Partner in the Administration. As part of the Premium Services, it is also possible to order a SMS notification function and purchase an SMS package. No refunds will be made once the SMS package has been purchased. As these are paid services, the order form contains information about the total price, including all taxes, fees and other charges. Before placing the order, the User is allowed to check and change the information in the order form and to identify and correct any errors made when completing the order form. The User places the order by clicking the “Order and pay” button or any other similar button. Confirmation of order acceptance will be delivered to the User via the Administration.
3.2 PAYMENT METHODS
The RESERVIO Services can be paid for by a credit card, PayPal, bank transfer and other payment methods listed on the Website or in the Administration, which may vary from country to country.
When the bank transfer payment method is used, all necessary information will be provided to the User after the confirmation of the RESERVIO Services order. The costs and fees for the bank transfer will be borne by the User. An invoice for Premium Services will be available to the User in the Administration. In accordance with Section 26 of Act No. 235/2004 Coll., on Value Added Tax, as amended, the User grants the Provider consent to the issuance and use of the tax document (invoice) in electronic form, where electronic invoices will be available to the User in the Administration.
The User is responsible for the correct and complete payment information (including without limitation the variable symbol). Provider is not liable for Premium Services orders that are not fulfilled due to incorrect or insufficient information provided by the Partner.
The User acknowledges that the Provider uses external partners to process and settle the User´s payments.
3.3 RECURRING PAYMENTS AND AUTOMATIC RENEWAL OF SERVICES
Premium Services purchased by the Partner can be automatically renewed (if technically possible) if the Partner has chosen such option in the Premium Service order, depending on the frequency chosen by the Partner. The actual renewal frequency options available for a given Premium Service will always be set out in the Administration. For annual renewals, the amount will be charged 30 days prior to the expiration of the current period.
Automatic renewal can be cancelled at any time in the Administration.
3.4 PAYMENT DATE AND ACTIVATION DATE
The payment date is determined from confirmation of successful receipt of the relevant payment by the payment method provider (i.e. the provider who technically handles the payment, e.g. the bank). The payment date and the activation date of the respective RESERVIO Service are identical, except in cases where the Provider must process the order manually, e.g. for technical reasons. Activation may be delayed by several days in the case of manual processing.
4. CANCELLING AN ORDER, REQUESTING A REFUND.
4.1 DEACTIVATION OF SERVICES
The User may request the Provider to cancel all or some of the RESERVIO Services at any time, in accordance with the procedure set out in these Terms and Conditions. In this case, the Provider will cease providing the services, unless the relevant agreement with the User stipulates otherwise; unless the situation described in paragraph 4.1.(a) of these Terms and Conditions occurs, the User will not be entitled to claim a refund.
The User acknowledges that the Provider is also entitled to unilaterally deactivate any RESERVIO Service ordered by the User in the event of a breach of these Terms and Conditions (or any other related agreements concluded with the User under or in connection with these Terms and Condition) by the User. The assessment of a breach of the Terms and Conditions by the User is at the sole discretion of the Provider and no reason is required to be given in such a case. The User will be informed in writing of the deactivation of the relevant service by the Provider, by e-mail to the e-mail address specified in the Administration. The User acknowledges that in such case the User will not be entitled to a refund.
The Partner further acknowledges that failure of the Partner to pay for the Premium Services at any time during the contractual relationship between the Partner and the Provider will result in automatic deactivation of all the Premium Services. In such case, the Provider is not obliged to inform the Partner in writing of the deactivation of the Premium Services.
a. Order cancellation within 15 days from the activation date. All Premium Services may be cancelled and a refund requested within 15 days of the activation date. This does not apply to orders that were paid for using discount codes or vouchers.
The Partner will inform by e-mail the Customer Service Department if he decides to cancel an order. No justification is required for cancelling an order within the 15-day time limit. Nevertheless, for the sake of improving the RESERVIO Services, the Provider will appreciate if the Partner states the reason for cancellation.
The Partner acknowledges that the right to withdraw from the concluded agreements for the RESERVIO Services and to request cancellation of the ordered Premium Services within a 15-day time limit will not apply if the Partner has already used any of the Premium Services at any time in the past and has already created a User Account, including without limitation when the RESERVIO Services are renewed automatically.
b. Other cases. Except as provided in Article 4.1(a) of these Terms and Conditions, in the event of a request for cancellation of any Premium Service, the Partner will state the reason for cancellation. The reasons that may lead to a refund are:
- full discontinuation of all RESERVIO Services (including free versions);
- repeated demonstrable technical problems with RESERVIO Services that interfere with the standard provision of Partner Services or the function of the User´s project;
- non-provision of RESERVIO Services that have been paid in full (with proof of payment).
The Provider reserves the right to review the reason for cancellation given by the Partner to decide whether to accept or reject the Partner´s request. The Provider is entitled to reject the Partner´s request without giving any reason.
4.2 The request for cancellation of RESERVIO Services or change of the provided RESERVIO Services must be sent to the Customer Care Department, to the e-mail address support@reservio.com, from the e-mail address stated in the User´s order for RESERVIO Services. In the case of the RESERVIO Marketplace, the Partner is also entitled to deactivate the service independently by clicking the “Remove from Marketplace” button or another similar button.
4.3 In case the Partner intends to apply for a Chargeback, the Provider must be informed in writing in advance by an e-mail to the Customer Care Department. The Provider reserves the right to dispute the Chargeback or terminate the User Account.
4.4 REFUNDS – TIME LIMITS AND METHODS
The refund will be made within 50 calendar days from the date the Provider received the Partner´s request. The money will be refunded via bank transfer or the same payment method used for the original payment or in the form of a non-refundable services voucher, at the Provider´s option. Deactivation of the Premium Services in this case is done simultaneously with the refund.
4.5 REACTIVATION
To use a deactivated service, the relevant RESERVIO Service must be reactivated. This is done by ordering the relevant RESERVIO Service in accordance with these Terms and Conditions. The Provider reserves the right not to reactivate a service in the event that the previous RESERVIO Services were terminated due to a breach of these Terms and Conditions (or any other related agreements concluded with the User under or in connection with these Terms and Conditions) by the User. The assessment of a breach of the Terms and Conditions by the User is at the sole discretion of the Provider and no reason is required to be given in such a case.
5. TERMINATION OF CONCLUDED RESERVIO SERVICES AGREEMENT
5.1 GENERALLY ON THE TERMINATION OF AGREEMENTS
Both the Provider and the User are entitled to terminate any of the concluded RESERVIO Services Agreements under the conditions laid down in applicable legislation or under the terms and conditions specified in the respective agreements for the provision of RESERVIO Services (and related terms and conditions) or specified in these Terms and Conditions. In this regard, the Partner acknowledges that the termination of the RESERVIO Payment Services Agreement automatically results in the termination of the Payment Services Agreement.
5.2 NOTICE OF TERMINATION
Both the User and the Provider are entitled to terminate the concluded RESERVIO Services agreement by giving one month´s written notice, which will commence on the first day of the month following the month in which the notice is delivered to the other party. The notice must be sent by the Provider to the User´s contact e-mail address specified in the Administration and by the User to the e-mail address: support@reservio.com.
5.3 WITHDRAWAL
The Provider is entitled to withdraw from the concluded RESERVIO Services agreement with immediate effect if (i) the User breaches the concluded RESERVIO Services agreement (and/or the related terms and conditions of the given service), these Terms and Conditions, the service agreement concluded with the relevant Payment Processor or any other agreement with the Payment Processor, the Scheme Rules or other applicable legislation; (ii) the Provider receives at least three (3) complaints from End Customers regarding the Partner Content or any other breach of obligations by the Partner; (iii) the Partner is in default of payment of any amount for RESERVIO Services for more than 14 calendar days; (iv) the Partner suspends or terminates its business activities; or (v) the Partner enters into liquidation, is under receivership, is subject to bankruptcy proceedings or the Partner´s petition for bankruptcy has been dismissed or judicial enforcement proceedings have been commenced against the Partner or the Partner is otherwise unable to continue to perform its obligations or liabilities to End Customers or to the Provider or Payment Processor.
In the event of the Provider´s withdrawal from the concluded RESERVIO Services agreement, the Provider is entitled to claim damages incurred thereby. Termination of the agreement will not affect the provisions regarding contractual penalties agreed in these Terms and Conditions.
6. TERM OF RESERVIO SERVICES AGREEMENTS AND CONSEQUENCES OF TERMINATION OF RESERVIO SERVICES
6.1 TERM
RESERVIO Service agreements are usually concluded for a period of 6 months or longer, unless otherwise expressly agreed between the User and the Provider. The duration is specified in each individually concluded RESERVIO Services agreement. The User acknowledges that upon termination of any contract regarding RESERVIO Services, the contractual relationship shall terminate on the effective date of termination and the User shall not be entitled to a refund of any monetary benefits for RESERVIO Services already provided. The termination of any contracts concluded with respect to RESERVIO Services shall not extinguish the provisions that are intended by law or the relevant contracts to survive the termination of such contracts. In particular, the termination of any contract with respect to RESERVIO Services shall not extinguish the right to compensation for damages or contractual penalties under the concluded contracts.
6.2 DATA ERASURE
The Provider reserves the right, at any time from the date of termination of the RESERVIO Services, to erase all User data without prior notice.
B. RESERVIO BOOKING SYSTEM
7. RESERVIO BOOKING SYSTEM VERSION
7.1 FREE VERSION
The basic version of the RESERVIO Booking System is completely free for all Users. The parameters of the free version may depend on the specific type of the website. The specification of the free version and its current description is included in the Price List.
7.2 PREMIUM SERVICES
The Premium Services for Partners are available in the Administration or on the Website with their description and price in the Price List.
8. CONCLUDING A RESERVIO BOOKING SYSTEM AGREEMENT
8.1 REGISTRATION
Conclusion of the RESERVIO Booking System agreement is conditional on creating a User account. When registering, the User is obliged to provide a valid e-mail address, password and other required information.
The User is obliged to provide true and complete information requested at registration. In the event of false and/or incomplete data, the User will bear all liability for any damage caused thereby.
8.2 ORDER AND CONCLUSION OF THE RESERVIO BOOKING SYSTEM AGREEMENT
If the User is interested in using the RESERVIO Booking System, he may send an order for the RESERVIO Booking System via the Website.
The RESERVIO Booking System Agreement is concluded upon confirmation of activation of the RESERVIO Booking System by the Provider via the entered e-mail address in Administration.
For the avoidance of doubt, during the first 15 days from the conclusion of any Premium Service in respect of the RESERVIO Booking System Agreement, the User may request cancellation of the agreement and a refund. This process is subject to the specific rules and criteria set out in paragraph 4.1. of these Terms and Conditions.
C. RESERVIO PAYMENT SERVICES
9. DESCRIPTION OF RESERVIO PAYMENT SERVICES
9.1 PRINCIPLE OF RESERVIO PAYMENT SERVICES
The Provider offers Partners the RESERVIO Payment Services to facilitate the collection, processing and refund of payments from End Customers. The main purpose of the RESERVIO Payment Services is, by way of example and without limitation, (i) to enable the Partner to connect the RESERVIO Booking System used by the Partner with the Payment Processor Services; (ii) to request the Payment Processor to provide the Payment Processor Services (i.e. to undergo on-boarding process, which may be finalized by entering into a Payment Services Agreement); and (iii) to provide support to Partners in using the Payment Processor Services (including support in using payment terminals).
9.2 SPECIFICATION OF RESERVIO PAYMENT SERVICES
The Provider expressly advises that the RESERVIO Payment Services are, under Section 3(3)(g) of Act No. 370/2017 Sb., on payment transactions, as amended, considered to be technical services that facilitate and support the provision of payment services of the Payment Processor and are therefore not payment services, nor services of indirect placement of payment orders or services consisting in the provision of information on a payment account. RESERVIO Payment Services consist only of arranging the opportunity for the Partner to enter into a corresponding payment service agreement with the relevant Payment Processor, with all payment services being provided by the Payment Processor, independently of the Provider. The Partner acknowledges that the RESERVIO Payment Services include the Basic Payment Terminal Rental Service in accordance with these Terms and Conditions.
10. ACTIVATION OF RESERVIO PAYMENT SERVICES, CONCLUSION OF THE RESERVIO PAYMENT SERVICES AGREEMENT
10.1 ORDER AND CONCLUSION OF THE RESERVIO PAYMENT SERVICES AGREEMENT
The RESERVIO Payment Services are available to legal entities or individuals who enter into a RESERVIO Payment Services Agreement in the course of their business activities. Also, the RESERVIO Payment Services may only be requested by a Partner who has created a User Account within the Administration and who has concluded with the Provider a RESERVIO Booking System Agreement in accordance with Article 8.2 of these Terms and Conditions.
To receive the RESERVIO Payment Services, the Partner must send an order for the requested service through the Administration. By submitting such order, the Partner (i) authorizes the Provider to arrange an opportunity for the Partner to enter into the corresponding Payment Services Agreement and expressly agrees (ii) to these Terms and Conditions and the Price List, the Processor Terms and Conditions and the List of Prohibited Goods and Services and any terms and conditions of the relevant Payment Processor regarding payment terminals.
The Partner undertakes to provide true and complete information in the RESERVIO Payment Services order. In the event of false and/or incomplete data, the Partner will bear all liability for any damage caused thereby.
10.2 ORDER CONFIRMATION
Immediately, but no later than within 3 calendar days, after placing the RESERVIO Payment Services order, the Provider will send the Partner a confirmation of receipt of the order via the Administration.
As this is a paid RESERVIO Service, the RESERVIO Payment Service Agreement between the Provider and the Partner is concluded upon successful completion of payment for this Premium Service. The payment is considered successful if the full amount is paid by the Partner to the Provider´s bank account by one of the agreed payment methods.
For the avoidance of doubt, the RESERVIO Payment Services Agreement imposes no obligation on the Provider to provide the Processor Services to the Partner. A concluded RESERVIO Payment Services Agreement only entitles the Provider to arrange the opportunity for the Partner to conclude the corresponding Payment Services Agreement.
10.3 AUTHORIZATION
In this context, the Partner expressly agrees that by entering into the RESERVIO Payment Services Agreement, the Provider will be designated as the Partner´s representative and will act as such in negotiations with the Payment Processor regarding the Payment Processor Services. To this end, the Partner authorizes the Provider to represent it in legal acts related to the use of the Processor Services (including setting the frequency of payments pursuant to Article 12.2. of these Terms and Conditions). Without limiting the generality of the foregoing, the Partner authorizes the Provider to disclose to the Payment Processor information and documents requested by it, to access data and information processed by the Payment Processor and to give instructions to the Payment Processor on behalf of the Partner regarding the provision of the Payment Processor Services, including without limitation regarding the payouts and the frequency of such payouts and the configuration of fraud detection tools. All actions taken by the Provider in relation to each Partner will be deemed by the Payment Processor to have been taken by the relevant Partner.
11. ON-BOARDING PROCESS AND CONCLUSION OF THE PAYMENT SERVICES AGREEMENT
11.1 PAYMENT PROCESSOR – GENERAL ARRANGEMENTS
Transactions carried out by the Payment Processor within the Payment Processor Platform are not banking transactions.
Individual payment methods are available through the Processor Platform. Their selection, activation and deactivation, if applicable, is carried out by the Provider.
The Partner acknowledges that the Payment Processor is bound by the authentication and authorization result of a given transaction and is not authorized to accept payments for transactions that have not been authorized and authenticated by the relevant payment card issuer.
11.2 ON-BOARDING
The Partner acknowledges that the provision of the Processor Services is highly regulated, including without limitation in terms of AML (“Anti Money Laundering”) regulations regarding the provision of payment services and KYC requirements of financial institutions and payment method providers (“know your customer” - the process of identifying and verifying the identity of the customer and assessing the risk of misuse of the business relationship for money laundering, terrorist financing, corruption and other illegal activities) and other requirements of financial institutions and payment method providers (scheme owners). In this context, each Partner is therefore obliged, prior to commencing the provision of the Processor Services, to undergo an on-boarding process consisting, by way of example and in no way limited, of disclosing the required information to the Payment Processor. Successful completion of the on-boarding process will result in the Payment Processor entering into a Payment Services Agreement with the Partner. For this purpose, it is therefore necessary that the Partner fill in properly and correctly all the required information set out in the order of the respective RESERVIO Payment Service, including the type of services provided by the Partner.
11.3 ON-BOARDING CONFIRMATION
In this context, the Partner acknowledges that if the above described on-boarding process is successfully completed, the Provider will confirm the Partner´s order for the Processor Services through the Administration and this confirmation will lead to the conclusion of the Payment Services Agreement. For the avoidance of doubt, there is no legal entitlement to conclude the Payment Services Agreement; the Payment Processor is therefore under no obligation to conclude the Payment Services Agreement with the Partner.
11.4 REFUSAL DURING ON-BOARDING
For the avoidance of doubt, the Provider may refuse to conclude the Payments Services Agreement at any time, even without stating a reason. If this happens, the Provider undertakes to inform the Partner in writing of this decision through the Administration
11.5 COOPERATION
The Partner also acknowledges that if a request for additional information is made during the on-boarding process, he is obliged to provide all necessary cooperation (both directly to the Payment Processor and the Provider) so that the on-boarding process is carried out properly and the Payment Processor can conclude the Payment Service Agreement in accordance with these Terms and Conditions.
11.6 DUTY TO INFORM
In the event of any change in the Partner´s data provided during the on-boarding process (including without limitation in the event of any change in the type of the Partner Services), the Partner is obliged to inform the Provider thereof in writing (by e-mail to the Customer Care Department), no later than within 3 calendar days from the effective date of such a change.
12. PRICE AND PAYOUT
12.1 RESERVIO PAYMENT SERVICES PRICE
The price for the provision of RESERVIO Payment Services is always specified in the Price List for a specific Premium Service offer.
12.2 PAYOUT
The conditions of payout are defined in the Payment Services Agreement. The Partner acknowledges and expressly agrees that frequency of payout is within the sole discretion of the Provider.
The Partner acknowledges that if the Payment Processor makes a Chargeback or Refund from the Provider´s funds (for example, due to insufficient balance of the Partner), the Partner is obliged to remit these funds to the Provider within 24 hours from the receipt of a written demand (via e-mail specified in the Administration) from the Provider. In case of delay in payment, the Partner is obliged to pay the Provider a contractual penalty of 0.5 % of the amount due for each, including incomplete, day of delay. Should the Partner be in delay with payment for a period longer than 30 calendar days and unless otherwise agreed, the Provider will be entitled to suspend the Partner´s use of RESERVIO Payment Services until the Partner pays the Provider the full amount due, including contractual penalties. This is without prejudice to the Provider´s option to withdraw from the RESERVIO Payment Services Agreement pursuant to Article 5.3 of these Terms and Conditions.
13. OTHER RIGHTS AND OBLIGATIONS
13.1 The Partner acknowledges that the services provided by the relevant Payment Processor may be restricted or suspended at any time, even without giving any reason and without any obligation to provide any compensation to the Partner. If technically possible, the Provider undertakes to inform the Partner in writing of any restriction or suspension of the Payment Processor services.
13.2 PARTNER OBLIGATIONS
By signing the RESERVIO Payment Services Agreement, the Partner:
a. consents to the Provider´s access to data regarding payments made, allowing the Provider to pass such data on to the Payment Processor, and to its use for the purpose of providing the RESERVIO Payment Services;
b. undertakes to provide to the Payment Processor and the Provider any information requested by the Payment Processor or the Provider, with the understanding that the Partner is obliged to provide such information no later than 10 calendar days from the date of request or within any other time limit specified by the Payment Processor or the Provider; the scope of such information depends on whether the Partner is an individual or a legal entity and what is its cumulative turnover of payments processed through the Processor Services as defined in the Processor Terms and Conditions (hereinafter referred to as the “level”); if technically possible, the Provider will always inform the Partner in this respect before reaching the next level and provide the Partner with a link to the Processor Platform interface through which the Partner will provide the requested information directly to the Payment Processor; the Partner acknowledges that the Payment Processor may refuse to pay out the Partner´s funds until the Partner has supplied the Payment Processor with and the Payment Processor has verified the information associated with the relevant level; if the required information is not supplied even within 30 calendar days of reaching the relevant level, the Payment Processor may suspend the provision of the Processor Services; if the information is not provided even within 42 calendar days of reaching the relevant level, the Payment Processor may terminate the provision of Processor Services and return any payments not yet paid to End Customers;
c. agrees to fulfill the RESERVIO Payment Services Agreement, the Payment Services Agreement and other agreements, if any, entered into by and between the Partner and the Payment Processor, all AML regulations, regulations regarding the provision of payment services and KYC requirements of financial institutions and payment method providers, the Scheme Rules, other requirements of financial institutions and payment method providers (scheme owners) and any other relevant legislation; the Partner acknowledges that the Provider will be entitled to monitor compliance with the obligations under this paragraph of the Terms and Conditions through its own internal systems; if the Provider determines that the Partner is using the RESERVIO Payment Services in breach of this paragraph of the Terms and Conditions, the Partner will pay to the Provider a one-off contractual penalty of CZK 100,000 (or its equivalent in foreign currency) for each individual event of breach of the obligation;
d. undertakes not to use the RESERVIO Payment Services for the sale of goods or services provided in the List of Prohibited Goods. If the Provider finds that the Partner uses the RESERVIO Payment Services in violation of this paragraph of the Terms and Conditions, the Partner is obliged to pay the Provider a one-time contractual penalty of CZK 100,000 (or its equivalent in foreign currency) for each individual event of breach of the obligation;
e. undertakes to make every effort to prevent money laundering and the financing of terrorism through the Partner Services; in the event of a breach of this obligation, including without limitation in the event that it is established that as a result of a breach of the Partner´s obligation set out in this paragraph of the Terms and Conditions, payments for the Partner Services were fraudulent or amounted to a criminal offence or that the proceeds of crime or terrorist financing were laundered through the Partner Services, the Partner is obliged to pay the Provider a one-off contractual penalty in the amount of CZK 100,000 (or its equivalent in foreign currency) for each individual event of breach of obligation; at the same time, the Partner acknowledges that in the event that the Provider flags a transaction as suspicious, the Payment Processor is entitled not to consummate the suspicious transaction and to report such suspicion to the competent authorities;
f. undertakes to implement such security measures that prevent the End Customers´ payment cards or data from their payment cards from being misused; in this context, the Partner declares that it will comply throughout the use of RESERVIO Payment Services with the PCI DSS Standards available at https://www.pcisecuritystandards.org/document_library, a shortened list of rules in the Czech language is available at https://www.pcistandard.cz/pcidss/#PCIreqR, provided that in order to confirm compliance with PCI DSS Standards the Partner is obliged to complete the so-called SAQ questionnaire; the Partner acknowledges that without this, it will not be possible to conclude the Payment Services Agreement, provided that the first SAQ questionnaire will be completed on behalf of the Partner by the Provider, within the scope of the authorization under Article 10.3 of these Terms and Conditions;
g. undertakes to properly inform the End Customer about the storage of card data and that the End Customer may delete such data at any time;
h. undertakes to issue the End Customer with a tax document (invoice) containing all the details required by law upon completion of each transaction for the provision of the Partner Services;
i. agrees to retain any communications with the End Customer for at least 18 calendar months from the date of a Partner Service.
13.3 WARRANTY CLAIMS
In the event of a return or warranty claim made by the End Customer, the Partner is obliged to return the funds received through the RESERVIO Payment Services to the End Customer using the same method as was used for the original Payment. In this context, the Partner is obliged to keep the documents relating to individual transactions for a period of 5 years from the date of their posting. Upon the Provider´s request, the Partner is obliged to make these documents available to the Provider. The Partner understands that the Provider is entitled to further share these documents with the relevant payment card issuers or card associations and companies.
13.4 DAMAGES
If the Provider is forced to pay any penalties (e.g. imposed by government authorities and parties regulating or operating payment methods, etc.) or damage to the Payment Processor or other third parties as a result of the use of the RESERVIO Payment Services by the Partner (or any other person to whom the Partner has granted access to the RESERVIO Payment Services) in violation of these Terms and Conditions, the Payment Services Agreement and any other agreements with the Payment Processor, Scheme Rules or other applicable laws and agreements, the Partner will indemnify the Provider against such penalties and damage to the maximum extent permitted by applicable law.
At the same time, the Partner will grant the Provider all cooperation in order to investigate the circumstances related to compliance with the Scheme Rules, the Terms and Conditions, the Payment Services Agreement and other agreements with the Payment Processor and to cure any breaches thereof.
13.5 LIMITATION OF LIABILITY
The Provider is not liable for incorrect Partner vouchers or promotional codes provided by the Partner to End Customers. The Partner is solely responsible for expiration date of partner vouchers and promotional codes in accordance with applicable laws and regulations (for example, the Partner may specify an expiration date in the partner voucher rules and promotional code rules and the Partner is responsible for ensuring that such expiration date is consistent with applicable law). The Provider is not responsible for checking vouchers and promotional codes or assessing whether they comply with applicable laws and regulations.
14. PAYMENT TERMINAL RENTAL SERVICE
14.1 BASIC PROVISIONS
The Payment Terminal Rental Service is available to legal entities or individuals who have concluded a RESERVIO Payment Services Agreement with the Provider and at the same time a Payment Services Agreement.
The Partner acknowledges that the RESERVIO Payment Service includes the Basic Payment Terminal Rental Service. The activation of the Basic Payment Terminal Rental Service is completed by concluding the RESERVIO Payment Services Agreement. As part of the order confirmation, the expected date of delivery of the Payment Terminal will be given.
The Partner acknowledges that the Payment Terminal remains the property of the Provider for the entire duration of the Payment Terminal Rental Service. The successful activation of the Payment Terminal Rental Service only results in the conclusion of the Payment Terminal Rental Agreement between the Partner and the Provider.
14.2 ORDERING SUPERIOR PAYMENT TERMINAL RENTAL SERVICE
To receive the Superior Payment Terminal Rental Service, the Partner must order the requested Superior Payment Terminal Rental Service via the Administration. In such an order, the Partner will provide certain information, including without limitation (i) the address of the Business Premises, and (ii) any other data required by the Provider. By submitting such order, the Partner expressly agrees to these Terms and Conditions and the Price List, the Processor Terms and Conditions, the List of Prohibited Goods and Services and any terms and conditions of the Payment Processor for payment terminals.
14.3 PAYMENT TERMINAL ORDER CONFIRMATION
Immediately, but no later than within 3 calendar days after the order of the Superior Payment Terminal Rental Service, the Partner will receive a confirmation of receipt of the order from the Provider via the Administration. The order confirmation will also include the expected date of delivery of the Payment Terminal.
As this is a paid RESERVIO Service, activation of the Superior Payment Terminal Rental Service is subject to payment. Payment is deemed successful when the full amount is paid by the Partner by one of the agreed payment methods. The invoice for the activation of the Superior Payment Terminal Rental Service will be available to the Partner in the Administration.
14.4 DELIVERY OF PAYMENT TERMINALS
Except as otherwise agreed between the Parties, the Provider will deliver the ordered and paid Payment Terminal to the Partner without undue delay after activation of the Payment Terminal Rental Service pursuant to Article 14.1 or 14.3 of these Terms and Conditions. The Partner acknowledges that the delivery date may be extended by the Provider in case of circumstances beyond the Provider´s control (force majeure, illness of the Provider´s employees, etc.). The Provider will inform the Partner in writing of the extension of the delivery deadline.
The Partner is obliged to inspect the Payment Terminal for obvious defects upon receipt thereof; in the event of any obvious defects (including packaging breaches), the Partner is obliged to notify such defects by e-mail to the Customer Care Department. If the defects are not notified by the Partner within 3 calendar days from the date of delivery of the Payment Terminal to the Partner, the Payment Terminal will be deemed to have been delivered to the Partner in a perfect condition. The Partner will be solely and exclusively liable for any defects that are not notified in the form and within the time limit set out above. The Partner acknowledges that the risk of damage to the goods will pass to the Partner upon delivery of the Payment Terminal to the Partner. In the event that the Payment Terminal is not delivered to the Partner within the agreed time limit or the Partner refuses acceptance, for reasons on the Partner´s side, the Provider is entitled to claim from the Partner the costs associated with the delivery and a one-time contractual penalty of CZK 10,000 (or its equivalent in foreign currency).
For the avoidance of doubt, any employee of the Partner present on the Business Premises is also authorized to accept the Payment Terminal. It is understood that all employees of the Partner present at the Business Premises are authorized to take possession of the Payment Terminal. Under no circumstances shall the Partner be entitled to object to the Provider that the Payment Terminal has been handed over to a person who was not authorized to do so.
Together with the Payment Terminal, the Partner will receive instructions for use (installation). The instructions will also be available to the Partner in the Administration. The Partner is obliged to read and follow the instructions.
14.5 PAYMENT TERMINAL RENTAL SERVICE FEE
The fee for the Payment Terminal Rental Service is specified in the Price List for each specific Premium Service offer.
14.6 LIABILITY FOR DAMAGE
The Partner is liable to the Provider for any damage, loss or theft of the Payment Terminal. In the event of loss, theft, damage or any other interference with the Payment Terminal, the Partner is obliged to inform the Provider of such event immediately, but not later than within 2 calendar days, in writing. If the damage is caused by faulty operation of the Partner, by a third party, or by the use of the Payment Terminal in violation of these Terms and Conditions, the Processor Terms and Conditions or other terms and conditions of the Payment Processor, concluded agreements, laws and regulations or instructions for use, the Partner will bear the costs of repair/replacement of the Payment Terminal. Unless the damage is due to the negligence of the Partner, the Provider will, within a reasonable time after being informed of the damage, arrange for the return and repair of the damaged Payment Terminal and provide the Partner with a new Payment Terminal.
The Provider declares that it will not be liable for any damage incurred by the Partner or a third party in connection with the use of the Payment Terminal, including without limitation when maintaining the Payment Terminal, downloading features, software updates, accepting transactions or conducting authorizations.
The Partner acknowledges and agrees that, to the maximum extent permitted by applicable law, he will indemnify the Provider against any damage arising out of or in connection with the use of the Payment Terminal in breach of these Terms and Conditions, the Processor Terms and Conditions or any other terms and conditions of the Payment Processor, any agreements entered into, laws and regulations or the Partner´s instructions for use.
14.7 UPDATES
The Provider is entitled to update the settings or software of the Payment Terminal, and such changes will always be made after prior written notification (if technically possible).
In this context, the Partner also acknowledges that the Provider is entitled to replace the Payment Terminal with a similar unit at any time in order to provide the Payment Terminal Rental Service of the best possible quality.
The Partner is obliged to grant to the Provider all necessary cooperation to ensure proper, functional and smooth operation of the Payment Terminal.
14.8 SUPPORT
The Provider undertakes to provide the Partner with the maximum possible technical support in the operation of the Payment Terminal.
14.9 OTHER RIGHTS AND OBLIGATIONS
The Partner agrees to undertake (or refrain from undertaking) certain actions, including without limitation:
a. without undue delay after taking possession of the Payment Terminal, activate and put the Payment Terminal into operation;
b. use the Payment Terminal:
- exclusively for the conduct of its own business activities;
- only in accordance with applicable law, these Terms and Conditions, the concluded RESERVIO Payment Services Agreement, the Processor Terms and Conditions or other terms and conditions of the Payment Processor, the concluded Payment Services Agreement and the instructions for use, and only for the purposes set out in the aforementioned documents;
- exclusively on the Business Premises specified in the order of the Payment Terminal Rental Service.
c. not to modify or tamper with the Payment Terminal, not to make copies of its software or otherwise interfere with it,
d. not to decommission, alienate, donate, lend or encumber the Payment Terminal with any right in rem or any other right of third parties or otherwise restrict the disposal of the Payment Terminal (including with respect to affiliated parties);
e. allow the Provider or their authorized persons access to the Business Premises for the purpose of inspecting the use of the Payment Terminal, installing, updating or maintaining the Payment Terminal;
f. issue a receipt to the End Customer for each payment transaction made via the Payment Terminal; in this context, the Partner is obliged to keep copies of all receipts from the Payment Terminals for 5 years; in the event that the Provider requests copies, the Partner is obliged to submit copies of such receipts to the Provider within 3 calendar days from the date of such request;
g. pay the operating costs of the Payment Terminal (including any Wi-Fi router, data connection and data cable);
h. cause all employees of the Partner to act in accordance with the relevant legislation, these Terms and Conditions, the concluded RESERVIO Payment Services Agreement, the Processor Terms and Conditions or other terms and conditions of the Payment Processor, the concluded Payment Services Agreement and the instructions for use when operating the Payment Terminal.
14.10 RETURNING THE PAYMENT TERMINAL
The Partner is obliged to discontinue the use of and return the Payment Terminal to the Provider if:
a. no transaction has been made via the Payment Terminal for 5 consecutive calendar months;
b. the RESERVIO Payment Services Agreement is terminated;
c. the Payment Services Agreement is terminated;
d. the Superior Payment Terminal Rental Service is deactivated by the Partner or the Provider;
e. the Business Premises are terminated (the Business Premises cease to exit) as specified in the Payment Terminal order.
The Partner is obliged to properly uninstall the Payment Terminal according to the attached instructions for use and return it to the Provider´s registered office address or to another address communicated by the Provider within 10 calendar days from the date of happening of any of the aforementioned events.
The costs of return (including transport costs) are borne by the Partner.
The Payment Terminal will be deemed to have been returned at the moment of confirmation of its delivery by the Provider.
The returned Payment Terminal must be in a condition consistent with normal wear and tear.
In this context, the Partner acknowledges that it is liable for all damage to the Payment Terminal and agrees to compensate the Provider, to the maximum extent permitted by applicable law, for damage arising from the Partner's breach of its obligation to return the rented Payment Terminal in a proper and timely manner.
14.11 MYSTERY SHOPPING
The Partner acknowledges that the Provider or its authorized persons are entitled to use mystery shopping in order to assess and verify if and to what degree the Partner complies with all applicable procedures for accepting payment cards set forth in the concluded RESERVIO Payment Services Agreement, the Payment Services Agreement, the Terms and Conditions, the Processor Terms and Conditions and, where applicable, other binding rules and regulations.
After the above-mentioned authorized person has produced identification and notified the Partner that they are a mystery shopper, the Provider will take the goods/service back immediately and cancel the transaction.
14.12 CONTRACTUAL PENALTIES
In the event of any breach of the Partner´s obligation set out in Article 14 of these Terms and Conditions (including without limitation Articles 14.9 and 14.10 of these Terms and Conditions), the Partner undertakes to pay the Provider a contractual penalty of CZK 10,000 (or its equivalent in foreign currency) for each individual event of breach of the obligation.
D. RESERVIO MARKETPLACE
15. RESERVIO MARKETPLACE ACTIVATION BY THE PARTNER
15.1 DESCRIPTION OF THE RESERVIO MARKETPLACE SERVICE
The RESERVIO Marketplace service is available to individuals (entrepreneurs) and legal entities who (i) have concluded a RESERVIO Booking System Agreement as part of their business activity and (ii) have created a User Account within the Administration.
If the Partner has activated the RESERVIO Marketplace service, the Partner´s use of the RESERVIO Marketplace service is as follows:
a. after uploading the Partner Content to the Administration, the Partner offers the Partner Services to End Customers via the RESERVIO Marketplace;
b. the End Customer selects the Partner in the Marketplace Application within the RESERVIO Marketplace whose services offered via the RESERVIO Marketplace it intends to make use of;
c. after selecting a specific Partner Service, the End Customer will be redirected to the specific RESERVIO Website of the relevant Partner; the Partner is responsible for the conformity of the parameters of the Partner Service uploaded to the Marketplace Application with the parameters of the offer placed on the RESERVIO Website of the relevant Partner;
d. upon redirection of the End Customer to a specific RESERVIO Website of the respective Partner, the Partner is responsible for the proper provision of information that must be communicated to the End Customer before the conclusion of the Partner Service Agreement by means of distance communication within the meaning of the Civil Code and related consumer protection regulations. The Provider will not be liable for invalidity of the Partner Service Agreement, for any failure to deliver or provide the Partner Service in accordance with the Partner Service Agreement or for any defects in the Partner Service.
15.2 RESERVIO MARKETPLACE ACTIVATION PROCESS
The Partner can activate the RESERVIO Marketplace Service by clicking the “Activate RESERVIO Marketplace Service” button or another similar button. Immediately after such activation of the RESERVIO Marketplace service, a confirmation of the activation of the RESERVIO Marketplace service will be sent to the Partner via the Administration. As this is a free RESERVIO Service, the activation of the RESERVIO Marketplace Service is effective upon confirmation of the activation of the RESERVIO Marketplace Service by the Provider through the Administration.
By activating the RESERVIO Marketplace service, the Provider undertakes to allocate to the Partner certain space in the Marketplace Application through which the Partner can offer the Partner Services to End Customers.
16. OTHER RIGHTS AND OBLIGATIONS
16.1 OBLIGATION TO DISCLOSE TRUTHFUL INFORMATION
The Partner is obliged to disclose to the Provider true and complete information required during registration. In the event of false and/or incomplete data, the Partner will bear all liability for any damage caused thereby.
16.2 SERVICE QUALITY
The Partner warrants (and bears sole liability in this regard) to the End Customers that the quality of its services complies with all applicable laws and regulations and the usual standard in its business area. The Partner will independently resolve any claims or rights arising from defective services.
16.3 FINAL PRICES
The Partner warrants that the Final Prices are up to date. The Final Prices will not exceed the prices at which the Partner provides the Partner Services at its point of sale, establishment or other place of business.
Final Prices are updated by the Partner in the Administration. Data so updated are immediately valid.
The Partner must not prejudice in any way (e.g. apply surcharges) those End Customers who make bookings or orders through the Marketplace Application.
17. COMPENSATION TO END CUSTOMER
17.1 The Partner is solely and fully liable for any damage, claims and complaints from End Customers relating to the Partner Service. The Provider will not be liable for the relationship between the Partner and the End Customer in connection with the RESERVIO Marketplace.
E. COMMON ARRANGEMENTS FOR PARTNER SERVICES
18. USE OF RESERVIO SERVICES
18.1 PARTNER CONTENT
a. By allowing the Partner to upload the Partner Content to the Marketplace Application, the Provider is rendering to the Partner information society intermediary services within the meaning of Section 5 of Act No. 480/2004 Sb., on certain information society services, as amended (hereinafter referred to as “ISSA”). The Provider is not liable for the Partner´s activities within the scope of this Act.
b. It is prohibited to post Partner Content that promotes racial, national, religious or other intolerance or discrimination. It is also prohibited to threaten violence or to insult other individuals or groups in any way. Partners are required to post Partner Content without any profanity, while maintaining the highest degree of decency. Partner Content must not contain viruses or any elements that could compromise the RESERVIO Website or the Marketplace Application. It is prohibited to post or distribute material through the RESERVIO Services that is defamatory, threatening, obscene, harmful, pornographic or otherwise unlawful in nature. Further prohibited is also the posting of materials that in any way violate or infringe the rights of the Provider or the rights of others (including, but not limited to, intellectual property rights, rights of confidentiality, and rights of privacy), as well as to engage in activities that may cause fear or inconvenience to Provider or any third party.
c. The Partners may not infringe the copyrights of third parties in Partner Content or otherwise violate applicable law.
d. The Provider will not be liable for the infringement of any rights, including without limitation personality and copyright rights, trademark rights, data protection rights, trade secrets or any confidential information, by uploading Partner Content to the Marketplace Application or to the RESERVIO Website.
e. The Provider will not be liable under the ISSA for Partner Content, except where they could have known, in light of the subject matter of their business and the circumstances and nature of the case, that Partner Content or the conduct of the Partner is unlawful, or where he demonstrably has knowledge of the unlawful nature of Partner Content or the unlawful conduct of the Partner and have not promptly taken all steps that may be required of them to remove or make unavailable such information. Partner Content does not represent the opinion of the Provider. The Provider reserves the right not to upload any Partner Content, to delete any Partner Content already uploaded without written notice if they consider the posting of such Partner Content, in the opinion of the Provider, to constitute violation of law. The Provider will further be entitled to terminate the agreement with the Partner with immediate effect in the event that the Partner engages in unacceptable conduct, which assessment will be at the sole discretion of the Provider who are not required to specify any reason.
f. The Partner grants to the Provider an exclusive, perpetual and worldwide license to use the Partner Content in any and all ways known to humanity, including the right to use the Partner Content in the provision of services under these Terms and Conditions. The license is granted as gratuitous, without any claim to financial compensation. The Provider reserves the right to use Partner´s business name for reference purposes in marketing.
18.2 OTHER RIGHTS AND OBLIGATIONS. The User undertakes:
a. to comply with the rules of any competition, promotion or marketing campaign that he participates in via the Website or Marketplace Application;
b. not to take any action that may interfere with the functionality of the Website, Marketplace Application or RESERVIO Website or cause unreasonable inconvenience to Provider´s personnel;
c. not to impersonate another individual/entity or intentionally misrepresent his relationship with another individual /entity;
d. not to circumvent in any way the limitations of the RESERVIO Service packages or the limitations of any RESERVIO Service or its features;
e. not to use the Provider´s email addresses to disseminate SPAM (i.e. bulk emails sent to recipients without their prior consent).
18.3 CHANGES TO DATA
The User is obliged to inform the Provider of any change in his personal data. Provider is entitled to contact the User in order to verify the actuality or correctness of the data provided and to request additional information. In the event that the Provider suspects that the User´s data has been misused, they will have the right, at their discretion, to refuse the request to make a change.
18.4 ACCESS PASSWORDS
Each User is obliged to protect his access passwords. In this context, the User is obliged to keep his access data and personal password in a secure place to prevent access by third parties. In the event of loss or misuse, the User is obliged to inform the Provider immediately to allow appropriate measures to be taken. However, the Provider will not be liable for damage resulting from the loss or misuse of the Partner´s access data. In order to prevent misuse of the User Account, the User is always obliged to log out of his account when finishing work on the project. It is not permitted to make User Accounts available to third parties. For security reasons, it is recommended that passwords are changed at regular intervals.
18.5 PARTNER CATALOGUE
The Partner agrees that the data provided by him when activating the RESERVIO Marketplace service will be automatically published in the Partner catalogue in the Marketplace Application.
18.6 IDENTIFICATION OF THE PROVIDER
The Partner agrees that the Provider may request the Partner to place a sticker and advertising stand of Provider and Payment Processors in all its Business Premises in such a way that they are visible to its customers.
If the Partner uses a Payment Terminal, he is also obliged, if requested by the Provider or Payment Processor, to display in the Business Premises advertising materials supplied by the Payment Processor or the Provider, including without limitation logos of all types of payment cards that the Partner is authorized to accept. Upon termination of the Payment Terminal Rental Service, the Partner is obliged to discontinue using such advertising materials and to return them to the Provider.
18.7 TAXES, LEVIES AND CHARGES
The Partner is solely responsible for the payment of all taxes and for the payment of fees and other costs associated with the Partner Services, including VAT, which is included in the Final Price.
18.8 SPAM
The Partner agrees not to promote Partner Services by disseminating SPAM (i.e. email sent to recipients without prior consent).
18.9 BREACH OF TERMS AND CONDITIONS
In the event of any breach of the Partner´s obligation set out in Article 18 of these Terms and Conditions, the Partner undertakes to pay the Provider a contractual penalty of CZK 10,000 (or its equivalent in foreign currency) for each individual event of breach of the obligation. At the same time, violation of the provisions of these Terms and Conditions, including without limitation of the rules concerning the Partner Content set out in Article 18 of these Terms and Conditions, may lead to termination of the contractual relationship between the Provider and the Partner. The decision on the sanction applied (including, but not limited to, the suspension of access to all RESERVIO Services) is entirely at the Provider´s discretion and no reason is required to be given in such a case.
18.10 THIRD PARTIES
The Provider does not endorse and will not be responsible or liable for any content, advertising, product or service available through third parties’ website. All transactions between the User and any third party available through the RESERVIO Website, including payment and delivery of products, services and any other terms, warranties or links related to such third parties, are solely between the User and the third party; therefore, the Provider will in no event be liable for any loss/damage incurred.
The User, as the person who uses the RESERVIO system, is responsible for:
a. informing End Customers (or users) of the reservations they have made through the RESERVIO Services and how Provider may use End Customer personal data and reservation information as described in these Terms and Conditions and the Privacy Policy;
b. compliance with all legislative rules and requirements that apply to the provision of services to consumers;
c. obtaining the End Customers´ consent to the End Customer Terms and Conditions and Privacy Policy.
The Provider bears no liability as to whether the User, as a personal data controller, has legal titles to process personal data.
19. CONTRACTUAL PENALTIES
19.1 All contractual penalties referred to in the Terms and Conditions are payable at the time of breach of the obligation to which they relate and may be applied by the Provider for each individual breach of the obligation to which they relate. Payment of contractual penalties will be without prejudice to the right to claim full damages.
20. COPYRIGHT ARRANGEMENTS
20.1 The Provider remains the sole and exclusive owner of all rights to the RESERVIO Services and their components. The User may not copy, alter, create derivative works, reverse engineer or compile or attempt to discover any source code in any other way, sell, assign, sublicense or otherwise transfer any rights to any software that is part of the RESERVIO Services. The Provider does not grant any licenses or grant any rights to use Provider trademarks.
20.2 To protect the interests of the Users and the Provider, any automated collection of data and information, copying and storing information, data and images for purposes other than the use of RESERVIO Services is deemed unauthorized use of the RESERVIO Website, Website and/or Marketplace Application and is prohibited.
20.3 The User is not entitled to use automated software (or any other software not offered directly by the Provider) to create a new RESERVIO Website or to access or modify the RESERVIO Website.
20.4 All copyrighted works, materials, trademarks and other components of the Website or the Marketplace Application, or components delivered together with the RESERVIO Website, which are subject to copyright protection, remain at all times the property of the Provider. The User is not authorized to use such protected content or materials without the express consent of the Provider. Moreover, the User acknowledges that such consent applies exclusively and only to the mode of use described in these Terms and Conditions and no other. The User is not permitted to copy, reproduce, distribute, commercially exploit or benefit in any way from such materials or content, or assist/enable any third party to do any of the above. If the User becomes aware of any violation of the Terms and Conditions described above, the Provider must be notified immediately.
21. PERSONAL DATA
21.1 APPLICABLE LEGISLATION
When processing personal data, the Provider acts in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as the “GDPR”) and national legislation governing the processing of personal data.
For information on the policies and procedures for processing personal data, click here.
21.2 CONTROLLER AND PROCESSOR OF PERSONAL DATA
In view of the fact that the Provider provides the Users with data space for the purpose of storing data through the RESERVIO system, within the Administration, the Users acknowledge that in relation to the personal data they store within the Administration or in the Customer Application and on the Marketplace Application, the Users act in the position of the personal data controller and the Provider acts in the position of the personal data processor. Users are obliged to handle the personal data described in the previous sentence of this paragraph in accordance with the legal regulations governing the protection of personal data, in particular the GDPR.
21.3 DATA PROCESSING AGREEMENT
By entering into the RESERVIO Booking System Agreement, the Data Processing Agreement under Article 28 of GDPR is also concluded with the following content:
Subject of Processing: Personal data that will be stored within the Administration (possibly during the onboarding process when concluding the Agreement on Payment Services) or into the Marketplace Application.
Processing Duration: The Provider processes personal data for the duration of the contractual relationship with the User. Subsequently, all stored User data is deleted.
Nature and Purpose of Processing: The purpose of processing is to fulfill obligations (i) under the concluded agreement with the User, so that the User can be provided with the RESERVIO Servics they have ordered and to provide the corresponding support in accordance with the concluded agreement on the provision of the specific RESERVIO Services, and (ii) to fulfill legal obligations in compliance with laws related to payment services.
Type of Processed Personal Data: first name, last name, date of birth, residence, contact details (phone, email, etc.), billing information, bank account for disbursement of funds. The Provider does not process personal data related to criminal convictions and offenses or special categories of personal data under Article 9 GDPR.
Categories of Data Subjects whose Personal Data are Processed: Users, employees of Partners, End Customers.
Provider’s Obligations as a Data Processor: The Provider commits to:
a. process personal data only based on documented instructions from Users;
b. ensure that the Provider’s authorized personnel who come into contact with personal data are bound by confidentiality;
c. implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk. When assessing the appropriate level of security, the Provider considers, in particular, the risks posed by processing, especially accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored, or otherwise processed. The technical security of data is described in the Privacy Policy;
d. consider the nature of the processing and assist the User through appropriate technical and organizational measures in fulfilling the User's obligation to respond to requests for the exercise of data subjects' rights under Chapter III of the GDPR (Data Subjects' Rights);
e. assist the User in ensuring compliance with the obligations under Articles 32 to 36 GDPR (Data Security), considering the nature of the processing information available to the Provider;
f. without undue delay, notify the User of any personal data breaches;
g. provide the User with all necessary information to demonstrate compliance with the above obligations and allow the User to verify compliance with these obligations. All information regarding the processing of personal data by the Provider is provided in the Privacy Policy.
Further Processors: The User consents to the Provider involving additional processors in the processing of personal data. The Provider undertakes to inform the User of any intended changes regarding the acceptance of additional processors or their replacement and to give the User the opportunity to object to these changes. The list of processors is provided in the Privacy Policy.
22. RESERVIO SERVICES QUALITY
22.1 INTERRUPTION OF RESERVIO SERVICE
The Provider reserves the right to change or remove any part of the content of the RESERVIO Website, the Marketplace Application or to interrupt the operation of the RESERVIO Service for an indefinite period of time without prior notice, including without limitation due to scheduled maintenance or unscheduled emergency maintenance performed by the Provider or a third party or as a result of an extraordinary unforeseen and insurmountable obstacle arising independently of the Provider's will (e.g. force majeure). For the avoidance of doubt, the Parties agree that the Provider's entitlement to payment of the price for the RESERVIO Service by the User shall not be affected by any limitation or suspension of the provision of the RESERVIO Service. In cases of unplanned outage or limitation of availability of the RESERVIO Service, the Provider is entitled to perform an unplanned outage of the RESERVIO Service to the extent necessary to restore the functionality of the RESERVIO Service. The Provider is not obliged to inform the User about such unplanned shutdowns.
22.2 RESERVIO SERVICES FUNCTIONALITY. RESERVIO
Services are provided on a “best effort” and “as is” basis. The Provider does not warrant that the RESERVIO Services will be uninterrupted, timely, secure, error-free and virus-free, nor does it warrant the results that may be achieved as a result of the use of the RESERVIO Services. The User acknowledges and agrees that the Provider is entitled to develop the RESERVIO Services and that new elements may be added to the RESERVIO Services and that existing elements may be further developed during the term of the concluded RESERVIO Service agreement. All RESERVIO Services are provided in the latest version available at the time of conclusion of the respective agreement under these Terms and Conditions. Each User will be duly and timely notified of the necessary updates. Updates of the RESERVIO Services will take place automatically without any steps required to be taken by the User. An internet connection is required for the functionality of the RESERVIO Services.
22.3 INTERRUPTION OF RESERVIO SERVICES DUE TO A BREACH OF TERMS AND CONDITIONS BY THE USER
The Provider reserves the right to immediately terminate or suspend indefinitely the provision of RESERVIO Services to Users who have violated (or whom the Provider reasonably suspects have violated) these Terms and Conditions, in accordance with these Terms and Conditions. For the avoidance of doubt, the Parties agree that the Provider's entitlement to payment of the price for the RESERVIO Service by the User shall not be affected by any restriction or suspension of the RESERVIO Service.
23. LIMITATION OF LIABILITY
23.1 LIMITATION OF LIABILITY
The Partner acknowledges that the Provider will not be liable to the Partner for any damage (to property or person), including lost profits, caused by any defects in the RESERVIO Payment Services or the Payment Processor Services, if such damage is caused by the Partner, third parties or force majeure events, by entering incorrect data or files into the Administration or the Payment Processor services, improper functioning of technical equipment, operating system or network or caused by third party programs, loss or corruption of data due to improper operation, server hacking or failure to comply with security standards customary in the operation of internet hosting, infringement of intellectual property rights caused by the Partner or for any other reason whatsoever.
The Partner undertakes to indemnify the Provider against all claims, damage or other injury and other costs, including the costs of out-of-court negotiations, legal representation, proceedings before courts or administrative and other authorities, fines and penalties imposed by state authorities and parties regulating or operating payment methods, payment of value added tax or other tax or fee related to the provision of the Partner Services through RESERVIO Payment Services; and any other amounts (including without limitation, Refund or Chargeback fees) that the Provider will be forced to pay on behalf of the Partner due to insufficient balance of the Partner on the Payment Processor account, which are claimed against the Provider or the Payment Processor by a third party due to a breach of the provisions of the Terms and Conditions, the Payment Services Agreement, the Payment Processor Terms and Conditions or other agreements with the Payment Processor, Scheme Rules or other applicable laws by the Partner or any other person to whom the Partner has provided access to the RESERVIO Payment Services. In this context, the Partner undertakes to prevent any of the aforementioned claims from being asserted against the Provider or the Payment Processor. The Partner further undertakes to conduct out-of-court negotiations with the third party at its own expense and to defend the Provider in any court, arbitration or other proceedings against the above claims. The Partner hereby expressly agrees not to accept any settlement of the above claims without the prior written consent of the Provider.
The User agrees the PROVIDER WILL NOT BE LIABLE TO THE USER FOR THE CASES REFERRED TO IN THESE TERMS AND CONDITIONS. The Provider will not be liable for damage caused by the User or third parties, or damage to their hardware, which occurs in direct, indirect or incidental connection with the use of the RESERVIO Services and/or products, including through downloaded materials. Furthermore, the Provider will not be liable for damage incurred by the User or a third party as a result of the impossibility of using the RESERVIO Services and/or products and/or Website, nor for any direct or indirect connection to that. The use of the RESERVIO Services is solely at the User´s own risk, and the User alone is therefore solely responsible for any damage caused to the User´s computer or other equipment, or any loss of data resulting from downloading any materials.
The User acknowledges that the Provider is not liable for the availability and/or functionality of any component provided by any third party and accessible through any RESERVIO Website.
In addition to the foregoing limitation of liability, the Users further expressly AGREE THAT THE PROVIDER WILL NOT BE LIABLE TO THE USERS for any direct, indirect, incidental, special, consequential or exemplary damage that may be partially caused by the User, regardless of their origin or hypothesis as to their source. This includes, but is not limited to, loss of profits (whether incurred directly or indirectly), any loss of confidence or business reputation, loss of data, cost of procurement of replacement goods or services, or other incalculable losses. Any loss or damage that may be caused to the User, including without limitation as a result of:
a. any reliance on the completeness, accuracy or existence of any advertisements, or as a result of any relationship or transaction between the User and the advertiser or sponsor whose advertisements appear on the website;
b. any changes that the Provider may make to its services or any permanent or temporary discontinuation of certain services or offerings (or any features within those services);
c. deletion, violation or failure to save any content or other communication transmitted or managed as part of the User´s use of the RESERVIO Services;
d. failure of the User to provide relevant and accurate information;
e. loss of password or access to the account by the User, or allowing access to the password or account to a third party by the User.
23.2 JURISDICTION
The limitations regarding the Provider´s liability towards Users in the above Article 23(1) of the Terms and Conditions are in force regardless whether or not the Provider has been advised of possible losses or could or should have been aware of them. Users are also subject to the statutory limitations applicable in the User´s jurisdiction.
23.3 INFORMATION PROVIDED ON THE RESERVIO WEBSITE. The Provider is not liable for:
a. materials written by Users, primarily, but not exclusively, for those written on blogs and/or forums; such User materials are not endorsed by Provider and are not necessarily a reflection of the Provider´s views; the Provider reserves the right to monitor, respond to, comment on, edit, refuse to post, or remove any such materials at Provider´s sole discretion; however, for the avoidance of doubt, the mere fact that Provider has not removed a particular material does not imply Provider´s approval, endorsement or support of that particular material;
b. accuracy, timeliness or reliability of any information/announcements on the RESERVIO Website,
c. notices, advice and/or opinions posted by Users in the blogs and forum (except to the extent provided by law);
d. quality, accuracy or suitability of the RESERVIO Website, except as required by law,
e. any fraudulent, false statements.
23.4 EXCLUSION OF WARRANTY
The Provider makes NO WARRANTY that:
a. the RESERVIO Services used by the User will meet the User´s requirements;
b. use of the RESERVIO Services will be uninterrupted, timely, secure, or free of errors or viruses;
c. information obtained through the use of RESERVIO Services will be accurate and reliable;
d. defects in the operation or functionality of any software will be corrected.
No advice or information, whether oral or written, obtained by the User from the Provider may give rise to any liability or obligation not expressly provided for in these Terms and Conditions.
The Provider further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, implied warranties and conditions of merchantability and/or fitness for a particular purpose.
The Users hereby expressly waive their rights from defects; insofar and to the extent such waiver of rights from defects is not permitted by the relevant legislation, the rights from defects will be governed by the applicable laws and regulation.
24. DIGITAL SERVICES ACT (DSA)
24.1 The Provider will render the Services in accordance with Regulation (EU) No. 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market for Digital Services and amending Directive 2000/31/EC (hereinafter referred to as the “DSA”). For this purpose, the Provider has established a contact point for the Member States´ authorities, the Commission, the board and the recipients of the service within the meaning of Articles 11 and 12 of the DSA, which is the Provider´s registered office (detailed contact information is available here), or e-mail: support@reservio.com. Czech and English can be used to communicate with the contact point.
24.2 The Provider reserves the right to take action in the event that it becomes aware of suspected content that is illegal or that violates the terms and conditions. Measures may include, by way of example and in no way limited, (i) any restriction on the visibility of specific information provided by the recipient of the service, including removing content, making content inaccessible or assigning a lower search ranking to such content; (ii) suspension, termination or other restriction of monetary payments; (iii) total or partial suspension or termination of the service; (iv) suspension or termination of the account of the recipient of the service. In the event that such a measure is taken, the User concerned will be informed within the scope of Article 17(3) of the DSA, insofar and to the extent that the Provider has knowledge of the User´s electronic contact details.
24.3 The Users and End Customers may report to the Provider the occurrence of specific information that they consider to be illegal, using the form available here. The Provider will confirm the receipt of such report without undue delay. Notifiers who wish to be informed of the outcome of the investigation of the report must provide their electronic contact information.
24.4 In performing its obligations under the DSA, the Provider will act in a timely, objective, reasonable and diligent manner, taking due regard to the rights and legitimate interests of all affected parties, including the fundamental rights of the recipients of the service, such as freedom of expression, freedom and plurality of the media and other fundamental rights and freedoms as enshrined in the Charter.
24.5 The Provider reserves the option to use automated procedures to detect content that violates the contractual conditions or the law. In the event of moderation of content using an automated procedure, the User concerned will be informed.
25. FINAL PROVISIONS
25.1 COMMUNICATION BETWEEN THE PARTIES
Communication between the parties will be primarily conducted online. All communications and mutual agreements will be archived electronically or in written form and are not accessible to any third parties. The languages of communication will be Czech and English.
25.2 CONTINUOUS IMPROVEMENT PROCESS
The quality of RESERVIO Services is a top priority for the Provider, and therefore the Provider is constantly improving RESERVIO Services (Continuous Improvement Process), both in terms of technical and user experience.
25.3 FEEDBACK
As part of the Provider´s commitment to continuous service improvement, any comments and suggestions are welcome. The Provider will appreciate if the Users make comments and contact the Customer Care Department.
25.4 SET-OFF
All claims of the Provider against the User, regardless of whether they are due or not, and regardless of their currency and the underlying legal relationship from which they arise, can be set-off by the Provider at any time against any claims of the User from the Provider. For this purpose, the Payment Processor may, at the Provider´s instruction, deduct the Provider´s claims from the payout to the Partner. The Partner hereby expressly consents to this.
25.5 DISPUTE RESOLUTION
The Provider and the Users expressly agree on the subject matter and local jurisdiction of the ordinary courts in the Czech Republic for the resolution of mutual disputes. A User – consumer has the right to out-of-court settlement of a consumer dispute. The Czech Trade Inspection Authority (www.coi.cz), with its registered office at Štěpánská 44, 110 00 Prague 1., is the entity responsible for the out-of-court settlement of consumer disputes in the Czech Republic. The Provider handles complaints from the Users – consumers through the Customer Care Department. The Provider will inform a User – consumer of the resolution of the complaint by an e-mail to his e-mail address.
25.6 TRADE CONTROL
Trade control is carried out within the scope of its competence by the competent trade licensing authority. Supervision of the protection of personal data is carried out by the Office for Personal Data Protection. The Czech Trade Inspection Authority supervises, among other things, compliance with Act No. 634/1992 Sb., on consumer protection, as amended and in force.
25.7 FORCE MAJEURE
Force majeure will be deemed to include, by way of example and in no way limited, circumstances which have arisen independently of the party invoking force majeure, including without limitation, natural disasters, power or internet outages, embargoes, strikes (including planned strikes), wars, epidemics (including the COVID-19 epidemic), cyber-attacks, interventions by third parties and actions by competent authorities which the party could not reasonably have foreseen or prevented without additional costs. In the event of a force majeure event that prevents a party from performing its obligations under these Terms and Conditions and the concluded agreements, the affected party will notify the other party without undue delay, specifying the period during which it cannot perform its obligations. If the failure to perform is due to force majeure, this will not constitute a breach of the contractual provisions. Events of force majeure will not affect monetary obligations of the parties.
25.8 ASSIGNMENT
The Provider is entitled to assign the Contract for the use of the RESERVIO Booking System and the Contract for the provision of RESERVIO Payment Services to a third party without the User´s consent. The User is entitled to assign the concluded RESERVIO Service Agreement only with the prior written consent of the Provider. The Partner is not entitled to assign the Payment Services Agreement without the prior written consent of the Payment Processor.
25.9 RISK OF CHANGE OF CIRCUMSTANCES
The Parties assume the risk of change of circumstances with respect to the rights and obligations of the Parties arising under and in connection with the Service Contract. The Parties exclude the application of the provisions of Sections 1765(1) and 1766 of Act No. 89/2012 Coll., Civil Code, as amended, to their contractual relationship based on the Service Contract.
25.10 EXCLUSION OF TRADE PRACTICES
Any use of relevant commercial practices is excluded, except those expressly agreed by the parties.
25.11 CONTROLLING LAW
Legal relations not expressly provided for in these Terms and Conditions will be governed by the laws and regulations in force in the Czech Republic. Derogating written agreements between the User and the Provider will control against the provisions of these Terms and Conditions.
25.12 FORCE AND EFFECT
These Terms replace the General Terms and Conditions dated 31 October 2023 and the General Terms and Conditions for Partner dated 7 July 2021.These Terms and Conditions will come into force and effect on 31 August 2024.
25.13 EXEMPTION FROM FORCE AND EFFECT
All arrangements relating to the RESERVIO Marketplace service will become effective on the date that will be notified to the Users in the Administration (hereinafter referred to as the “Record Date”).
For Partners who are using the RESERVIO Marketplace services on the effective date of these Terms and Conditions, the Original Terms and Conditions will remain in force and effect with respect to the RESERVIO Marketplace services until the Record Date; thus, these Terms and Conditions will apply to Partners who are using the RESERVIO Marketplace services on the effective date of these Terms and Conditions only with necessary modifications. On the Record Date, the Original Terms and Conditions will cease to be in force and effect in their entirety.
For the avoidance of doubt, the Partner will be entitled to deactivate the RESERVIO Marketplace service at any time in accordance with the Original Terms and Conditions**; these Terms and Conditions will come into force and effect in full for the Partner (except as set forth in the first sentence of Article 25.12.) upon the effective date of deactivation of the RESERVIO Marketplace service in accordance with the Original Terms and Conditions.**
Partners who are not making use of the RESERVIO Marketplace service on the effective date of these Terms and Conditions and who do not have the RESERVIO Payment Services activated in accordance with these Terms and Conditions may activate the RESERVIO Marketplace service in accordance with the Original Terms and Conditions. In such case, upon activation of the RESERVIO Marketplace service in accordance with the Original Terms and Conditions by the Partner, the contractual relationship between the Partner and the Provider regarding the RESERVIO Marketplace will be governed, until the Record Date, by the Original Terms and Conditions. In this context and for the avoidance of doubt, if the Partner sets up the RESERVIO Payment Services according to these Terms and Conditions, the Partner is not entitled to activate the RESERVIO Marketplace Service until the Record Date.