General Terms and Conditions
General and definitions
Cloud Hospitality Tech Ltd which owns and operates Kwentra and is represented by kwentra.com (“Company”) and you enter into this agreement subject to the following Terms Of Service (“Terms”). The terms govern your contractual relationship with the Company, including but not limited to your use of the Company’s website, www.kwentra.com (“Website”), as well as your use of the “Services” (defined below). They create legally binding obligations, and you should review them carefully before accessing the Website or using any of the Services. If you are accessing the Website or the Services on behalf of a company or other entity, you represent and warrant that you are authorized to bind such entity to the provisions hereof. The Terms may be revised from time to time without notice, and the then-current version of the Terms will apply to any transaction or action or omission of you or the Company. This Agreement shall apply for an indefinite term and may be terminated by either party by providing thirty days’ notice to the other party.
By means of Software-as-a-Service ("SaaS"), we offer you the following Software "Kwentra" (the "Software"). This means that we offer you access to the Software we have developed, via the internet. These are the general terms and conditions that are always applicable to the use of our Software.
If you have any questions, you can contact us by sending an email to firstname.lastname@example.org, or contacting our team direct by the afforded phone details.
We have the right to change these general terms and conditions at all times. The latest version of these terms and conditions will always apply. Arrangements that deviate from these terms and conditions will only be applicable if they have been agreed on by us in writing.
If you are entering into this agreement subject to the “Terms” on behalf of a company or other legal entity you represent, you have the authority to bind such entity to this agreement. In that case, the “Terms” shall also refer to such entity, its staff, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with these “Terms”, you may not use the Service. You acknowledge that this agreement is a contract between you and the “Company”, even though it is electronic and is not physically signed by you and “Company”, and it governs your use of the Service.
These Terms and Conditions stand as the agreement you accept upon subscription to Kwentra's Services. This is a legal agreement (“Agreement”) between You and Cloud Hospitality Tech Ltd. trading as Kwentra (“Company”), for use of any of the Kwentra’s services which You selected or initiated.
“You” refers to the individual who registered, used, and/or agreed to use the “Service”, and/or pay for the service by providing his or her credit card or any other payment mechanism.
If the Services are being purchased on behalf of an entity by an individual authorized to purchase the Services on behalf of such entity, then “You” refers to such entity.
Violation of any of the terms of service may result in the termination of your account.
The “Company” may at its sole discretion modify the features of the "Software" and “Services” from time to time without prior notice. Kwentra reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Kwentra shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
If any users send us any feedback or suggestions regarding the Service, you grant Kwentra an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.
Access To The Services
You will receive a password and account designation upon completing the Service’s subscription process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account.
You agree to:
- Immediately notify Kwentra of any unauthorized use of your password or account or any other breach of security
- Ensure that you exit from your account at the end of each session.
You may not use the service for any purpose which is illegal or violates any laws in your jurisdiction, in the jurisdiction of the United Arab Emirates or in any way that intentionally or unintentionally violates any applicable local, state, national or international law.
Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
2. Fees and payment terms
Payment by credit card: If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days after the beginning of the Subscription Term for Occupancy Based pricing subscriptions, or payable within 30 days of subscription for Per Room Per Month pricing subscriptions and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified during mutual written agreement.
Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made by contacting your experience manager or our billing team on email@example.com. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
All fees are excluding VAT or other taxes where applicable. Special cases of tax deductions are handled based on the service jurisdiction.
Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Subscription terms’ section below.
Suspension for Non-Payment: We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
3. Subscription terms
Kwentra allows you to upgrade or downgrade your service modules.
If you upgrade your service level with one or more modules, the Company will charge you thus: If you pay monthly, your first payment will be the difference between the higher priced package and your current package price, whereby monies received by Company for your current package price is pro-rated based on the actual number of days until your scheduled monthly payment date. Your regularly scheduled monthly payment date will remain the same as your initial purchase date, with subsequent monthly charges with the modified package price.
If you add or decrease additional modules that are charged on a monthly basis, your first payment for those additional services will be the price of the additional services pro-rated based on the actual number of days until your next monthly payment date. Your scheduled monthly payment date will remain the same as your initial purchase date, with the full price of the additional services reflected in subsequent monthly charges. If you purchase additional services that are charged on an annual basis, your first payment for those additional services will be the full price of the additional service. The renewal date for such annual additional services will be the date of upgrade the subsequent year.
There are limited package downgrade options available and no refunds. Subscribers that wish to move from a higher priced package to a lower priced package must let the current service level expire (usually 12 months) then repurchase at the desired service level.
Subscribers that wish to remove additional services from their account must let the current additional services expire first then repurchase any desired additional services. No refunds are available.
Cancellation Of Account
You are solely responsible for properly canceling your account. You must inform your experience manager or the billing department in writing 60 days or earlier before the expiration of your subscription service.
All of your content will be immediately inaccessible from the Service upon the cancellation date. Within 30 days, all this content will be permanently deleted from all backups and logs. This information can not be recovered once it has been permanently deleted. It is your responsibility to request all required data within this timeline, Kwentra will afford all legally required data is exported and provided as required within the timeline after the request.
The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your account. The Company reserves the right to refuse service to anyone for any reason at any time.
4. 3rd party terms
We have the right to employ third parties to partially or wholly perform our duties if we are of the opinion that this is necessary for the due exercise of the Services. We reserve the right to white label and utilize third-party technology, providers in any or all capacities to provide our Services.
We (or our licensor or suppliers or white label partners) are the exclusive owners of all existing and future intellectual property, such as copyrights, trademarks, design rights, patents, source codes and know-how, which rest on our Software or are the fruits of the use of our Software or Services.
As a user, you only gain the right to use our Software or Services. You cannot claim any of the mentioned intellectual property. This is not an exclusive right, which means that we can grant others similar rights of use. Furthermore, it is expressly forbidden to transfer or license this right to any third party.
Subject to this Agreement with which you agree to fully comply, Kwentra grants you a non-exclusive, non-transferable, and non-sublicensable license to use any API or connectivity portal technologies Kwentra produces solely to develop, test and support an integration of your application. Kwentra reserves the right to disconnect any partner or vendor at any time without a notice period.
Kwentra will provide suppliers with Access Credentials that permit you to access the Kwentra ecosystem. The Access Credentials are the property of Kwentra and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, if you violate any term of this Agreement, or if Kwentra terminates this Agreement.
The number of API or throughput calls you will be permitted to make during any given period may be limited to promote system stability and security. Kwentra will determine call limits based on its sole and absolute discretion and will make guidelines available as and when is required. Kwentra will provide notification and guidance on resolution steps if call limits are exceeded but reserves the right to suspend API or any alternative access if not resolved in a timely manner.
All use of branding and logo use of Kwentra requires written permission from the Kwentra marketing department. After such permission, you must display logos in accordance with afforded guidelines and Kwentra reserve the right to have final approval over the placement and use of logos and any brand materials.
Kwentra requires any and all Applications and services to go through a Certification to confirm the integration is functional and works as expected. You will be responsible to complete any modifications necessary to meet the Certification criteria as predefined and presupplied by Kwentra and you will not be permitted to proceed to the next development phase until Certification is complete. Significant modifications/enhancements of your Application are subject to re-Certification. Certification will be at your expense, and Kwentra accepts no responsibility for your Application, despite any such Certification.
WARRANTY. Kwentra warrants that the Services and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.
DISCLAIMER OF WARRANTY. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kwentra does not warrant or guarantee the availability, accuracy, or truthfulness of any information provided by or with respect to a customer or other provider of services accessed through the Services, including information leading to overbooking, and you agree to hold Kwentra from and against any such claims. WITHOUT LIMITING THE FOREGOING, Kwentra DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PRODUCT AND/OR DELIVERY OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. Any warranties made in this Agreement are for your benefit only.
LIMITATION ON LIABILITY. IN NO EVENT WILL Kwentra, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF SUBSCRIPTION OR THE USE OF OR RELIANCE UPON THE SERVICES OR PRODUCTS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL Kwentra TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THE SUBSCRIPTION AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE SUBSCRIPTION ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES.
6. Non disclosure & Confidentiality
Both parties can gain access to the other party’s Confidential Information in the execution of the subscription agreement. They undertake not to make the other party’s Confidential Information available to third parties or use it in conflict with these Terms and Conditions for any purpose other than to execute the Subscription Agreement. Any disclosure of Confidential Information to third parties requires the other party’s prior written consent.
However, a party may always disclose Confidential Information if he is required to do so by the applicable legislation or regulations or by a government body, court or other competent body. In that case, the other party is notified immediately and in advance, insofar as this is allowed by law.
Kwentra is not responsible for loss, destruction, change or disclosure of the Client’s Confidential Information that is caused by a third party.
The Client recognizes that the data of Kwentra constitute Confidential Information.
This component will remain in force after the Subscription Agreement has been terminated.
The receiving party (“Recipient”) shall use the disclosing party’s (“Disclosure”) Confidential Information received in connection with the Subscription Agreement only in conjunction with the performance of its obligations under the Agreement.
Recipient shall not disclose Disclosure Confidential Information received in connection with the Agreement to any third parties unless Disclosure gives Recipient its advance written authorization to do so. This restriction does not apply to information that is:
- generally available to the public;
- released by Disclosure without restriction;
- independently developed or acquired by Recipient;
- known to the Recipient prior to receipt from Disclosure; or
- revealed pursuant to a court order or as required by applicable law provided that the Recipient uses reasonable efforts to promptly notify Disclosure of such requirement prior to compliance in order to permit Disclosure to seek protection against disclosure.
Recipient’s obligations of confidentiality hereunder with respect to each item of Disclosure Confidential Information shall continue for a period of five (5) years from the date of initial disclosure. For the purpose of this Section, Kwentra, if applicable, subsidiaries and subcontractors shall not be deemed "third parties.”
7. IP Protection
The company is an exclusive owner of all existing and future intellectual property rights including but not limited to patent rights, trademark rights, and copyrights of Kwentra platform, software, services, documentation and Know-how.
As a user, you only have the non-exclusive non-transferable right to use the Product. You cannot claim any of the intellectual property rights.
As a referral Kwentra rewards program member, you only have the non-exclusive non-transferable right to market the Product or Products or the Kwentra brand.
8. Applicable law
The Subscription Agreement and any other Agreements and activities with Kwentra shall be governed by the Laws of ADGM (AbuDhabi Global Market) in the United Arab Emirates to the exclusion of the Agreement of the United Nations on Contracts for the International Sale of Goods dated April 11, 1980 (UN Convention on Contracts for the International Sale of Goods).
9. Supersede clause
This Agreement supersedes any prior agreement between the parties, whether written or oral, and any such prior agreements are canceled without prejudice to any rights which have been accrued by either of the parties.
10. Content and conduct on Kwentra
At Kwentra, we take content use serious and we insist you must not attempt to do the following:
- Change, tamper with, repair or otherwise create derivative works of any of the Kwentra Services
- Reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so
- Use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product
- Sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party
- Remove, obscure or alter any proprietary rights notice pertaining to the Services
- Access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas
- Use the Services to:
- Engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data
- Send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise
- Advertise or promote a commercial product or service that is not available through Company
- Store or transmit inappropriate content, such as content (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others
- Store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware
- Abuse, harass, stalk or otherwise violate the legal rights of a third party; interfere with or disrupt servers or networks used by Company to provide the Services or used by other users’ to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services; access or attempt to access Company’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means; cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
Data Protection Addendum
Kwentra collects and processes your data in the context of its activities. Kwentra acts in accordance with the "General Data Protection Regulation", which applies throughout the European Union from 25 May 2018.
Personal data is data that can be used to identify or contact a specific person.
Your personal data is the information that you provide us directly through the website, demo requests, support requests, subscription agreements, and/or telephone, email, or any other communication method.
Guest personal data is provided to us by our customers through using different Kwentra services and modules or by travel agencies or online travel sites through connectivity solutions.
Personal data processed by Kwentra includes but is not limited to the following: name, address, e-mail address, telephone number, and date of birth.
The purpose of processing guest personal data is to ensure providing the service to our customers. Examples of processing include but are not limited to managing profiles, reservations, guest orders, and guest billing.
The purpose of processing your personal data is to provide you with the service in an effective manner. Examples of processing include but are not limited to communicating information about our software and services, support, troubleshooting, and testing.
We store personal data on our systems for as long as is necessary for the provision of the relevant service or as laid down in a relevant subscription agreement or contract that you have with us. We review our retention periods for personal data on a regular basis. We may also be required to retain certain types of data in order to comply with legal obligations.
You are responsible for obtaining the necessary consent for sharing personal data with third parties.
We may also disclose your personal data to third parties to comply with any legal obligation by government or law enforcement authorities.
Rights of data subjects
You have the right to ask us not to process, or to stop processing, your personal data for marketing purposes.
The “Company” will make available to the customer the means to meet the requests of guests if they wish to exercise their rights under GDPR.
The Company will implement reasonable and appropriate technical and organizational measures aimed at protecting personal data against accidental or unlawful destruction, accidental loss, or unauthorized access. In doing so, the company will be entitled to determine what is reasonable by taking into account standard practices.
Referral Kwentra Rewards Program terms
- A maximum of 4 payments per contract will be processed. Therein determining the maximum commission to be paid will be based on the first 12 months of contract value only.
- Payment will be made approximately 30 days after the end of each quarter (3 calendar months).
- Rewards contract buckets determine the commission amount. I.e., if a rewards member recommends 6 contracts in a calendar year, they will receive 15% value on all contracts signed, not just the 6th contract. A top up payment with the increased percentage will be processed in back payment.
- Payment will begin approximately 30 days after the first full quarter of the contract’s activation.
- The payment will be processed then in 90-day cycles for a total of 4 payments per contract.
- There is no ceiling or floor to the commission, i.e., if the contract is for a large property that runs on ‘Occupancy Based Pricing’ the risk can be a zero commission for a closed/underperforming contract or an extremely high commission for a high operating contract.
- The affiliate program is based on the pricing model whereby ‘Front Office’ is the minimum component for contracting.
- The commission is based on the entire contract value and any additional modules that are added are included.
- The commission is not based on any non-Kwentra third-party providers, products sold or subscribed indirectly or integrated solutions contracts or subscriptions purchased in connection with Kwentra subscriptions.
- Should additional Kwentra modules be added, therefore increasing contract value mid-contract, the commission will continue to be calculated based on the initial signature start date to 12 months, and any increase in payment will be based on commissions calculations on actual quarterly subscription values paid.
- Kwentra reserves the right at any time to refuse payment due to any referral circumstances it deems unsuitable, unprofessional, inappropriate or misleading.
- Should a contract cease within the first 3 months no commission will be processed.
- Should a contract cease anytime prior to 12 months then the commission will only be paid on the months in operation and subsequent payments made.
- Payment will only be made based on actual fees paid. Should a contract be in arrears or not paid then no commission will be paid until such arrears are settled.
- The rewards members status and subsequent commission rate and benefits are valid for 1 calendar year in which status was achieved with 1 grace month (January) and then resets to Bronze automatically for the following calendar year.
It is agreed and understood that the rewards member is not the agent or representative of Kwentra and has no authority or power to bind or contract in the name of or to create any liability against Kwentra in any way or for any purpose. It is understood that the rewards member is an independent contractor with non-exclusive rights confirmed by this membership to market the product.