General Terms and Conditions Hospitality Digital GmbH
"LYNN Ordering App"
Hospitality Digital GmbH Metro-Straße 1, 40235 Düsseldorf (“H.d”) offers companies in the hotel and restaurant industry (“Customer”) and their suppliers ("Suppliers") the use of the so-called "LYNN Ordering App" (hereinafter refereed to as "LYNN"), described in more detail below (the “Services”).
Scope of Application
H.d provides the Services and other benefits exclusively on the basis of the following contractual conditions (“T&Cs”).
H.d provides the Services exclusively to Customers and Suppliers who are not consumers within the meaning of Article 13 of the German Civil Code (BGB).
Deviating conditions of the Customer or the Supplier shall not apply even when H.d does not expressly reject them and/or provides Services and/or products without reservation despite knowledge of the contrary and/or deviating conditions of the Customer.
Scope of Services
The following services are provided by H.d during the term of the contract:
LYNN enables the Customer to consolidate and thus optimize his operational ordering process.
It is also necessary for the Customer to enter his Suppliers, the Suppliers' articles (without prices) and the Suppliers' e-mail addresses.
After entering the aforementioned data, LYNN shall enable the central and easy transmission of orders to the respective Suppliers. Orders can be managed under "open" and "delivered" orders.
For Suppliers, LYNN enables the management of their own articles, the receipt of orders per e-mail and the management of the incoming orders within a dashboard.
LYNN's services include the possibility of communication between Customers and Suppliers in the form of a chat function.
H.d can provide further services to the Customer (e.g. entry of Suppliers including articles; entry of Suppliers' e-mail addresses).
In order to partially refinance its service costs, H.d reserves the right to display commercial advertising when providing LYNN. H.d will ensure that the scale and frequency of such advertising does not adversely affect the actual purpose of LYNN.
The Services are provided to the Customer and the Supplier as asoftware-as-a-service solution in accordance with these T&Cs. LYNN is made available via a website operated by H.d.
The information and article data included in the Services are intended exclusively for the Customer’s own internal business purposes. The Customer may only share with third parties or publish such information with H.d’s express prior consent, unless the Customer is required to disclose data by law or by order of a court or of a competent authority.
With regard to LYNN, H.d grants the Customer a simple right of use, which is non-transferable, non-sub-licensable, and is limited to the purposes stated in the service description and limited to the term of this agreement.
H.d may adjust the Services and other benefits to the state of the art and technical developments or necessities at its discretion, provided that this does not result in a deviation which may have a negative impact on the Customer in terms of the agreed scope of Services .
The Customer must satisfy the system requirements enabling usage of LYNN on a market-based Internet browser. H.d. is not responsible for the provision of an Internet browser, an Internet connection or other infrastructure that gives the Customer access to LYNN.
During the contract period, the Customer is obligated to keep up to date the business and contact data specified at contract conclusion and to notify H.d of any changes in writing and without undue delay. i Furthermore, the Customer shall ensure that the e-mail address provided to H.d is regularly checked in order to receive information relevant to the contract.
The Customer shall protect the access data it receives from H.d against unauthorized third-party access; furthermore, third parties must not be granted access to LYNN. The Customer shall inform H.d immediately should it have reasonable suspicion or knowledge about a possible misuse of the provided access data. In this event, H.d. is entitled to temporarily block the Customer's access data to LYNN until the suspicion of misuse has been eliminated. If there should be an actual case of abuse, H.d is entitled to permanently block the access data and assign other access data to the Customer.
H.d grants the Customer the right to access LYNN without demanding a fee beyond the relevant Services described in these T&Cs. Use is only permitted for the Customer’s own internal business purposes. The Customer undertakes not to use the services in an unlawful manner or for unlawful purposes.
Access to LYNN or its use by the Customer for third-parties or other purposes is not permitted. In particular, the Customer shall not have the right to reproduce the LYNN-software, make it available or accessible to third parties, disassemble or otherwise alter the LYNN-software.
The Customer is not authorized to grant usage rights for the LYNN-software to third parties. In particular, the Customer is not permitted to pass on the supplied LYNN access data t without the express prior consent of H.d, even during the contract term.
The Customer grants H.d the authority to store, analyze and use for evaluation purposes all data ("Data") received via LYNN. The provisions of Regulation (EU) 2016/679 (General Data Protection Regulation) and other legislation on the protection of personal data shall remain unaffected by this.
H.d may continue to use the data and the associated evaluation results without restrictions even after a termination. The provisions of Regulation (EU) 2016/679 (General Data Protection Regulation) and other legislation on the protection of personal data shall remain unaffected by this.
H.d may offer consulting services to the Customer, in particular with regard to setting up LYNN and the best possible long-term use of LYNN. Consulting services may also include the recommendation of additional Services and software solutions that may complement LYNN.
H.d may also convey Consulting Services that are provided directly by its Affiliates. The Annex to the current Privacy Statement contains an overview of the Affiliates providing Consulting Services at the Customer’s place of business. The contract covering the Consulting Services provided by these companies is concluded directly between the Customer and the respective Affiliate.
H.d does not provide any guarantees regarding the quality or availability of the Consulting Services performed by the Affiliates.
Conclusion of Contract, Term, Termination
The contract comes into force either directly during the sales process when the Customer provides his electronic signature or when H.d accepts the Customer’s offer to conclude a contract concerning the Services, through the Customer's online registration.
The contract is concluded for an indefinite period and can be terminated by the Customer at any time, whereas by H.d with a notice of two (2) weeks.
Terminations must be made in writing or via email.
The right of the parties to terminate the contract without notice for good cause shall remain unaffected. Good cause shall be deemed to exist especially when the Customer breaches an obligation arising from clauses 3.1, 4, or Error: Reference source not found.
Upon termination of the contract, for whatever reason, H.d shall delete all personal data stored by the Customer and the Supplier in the storage space in the context of the contractual relationship within thirty (30) days, unless the Customer undertakes to deletes such data himself by using the software, and provided that H.d is not required by law to store the personal data for a longer period.. In such case, H.d will delete the personal data once the corresponding retention period has expired.
Warranty and Liability, Indemnity
In the event of intent or gross negligence caused by H.d, its legal representatives or vicarious agents, H.d shall assume unlimited liability in accordance with the statutory provisions. The same shall apply in the event of fraudulent concealment of a defect, injury to life, body or health caused by H.d, its legal representatives or vicarious agents, H.d shall also assume unlimited liability for (simple) negligent breaches of duty in accordance with the statutory provisions.
In the event of slight negligence, H.d shall only be liable if fundamental contractual duties are breached (known as “cardinal obligations”). Fundamental contractual duties or cardinal obligations are those which make the performance of the contract possible in the first place and on whose observance the contracting partner can regularly rely. The liability is, as far as there is no case pursuant to Clause 7.1, limited to the typically foreseeable damage at the time of the conclusion of the contract.Any other liability due to simple negligence, as far as there is no case pursuant to Clause 7.1, is excluded just as a strict liability, especially due to initial defects of rented items.
If, in an exceptional case, H.d assumes a guarantee, H.d shall be liable in accordance with the provisions of such guarantee or alternatively in accordance with the statutory provisions; Clauses7.1 to7.2 do not apply to the liability from such a guarantee.
The Customer is responsible for the accuracy of the data and ensures to be in possession of the necessary rights of the data, in particular in relation to use by H.d. The necessary rights include all required permissions of data subjects as well as usage and exploitation rights.
Data Protection, Confidentiality
The parties are obliged not disclose confidential information to third parties even after the end of the contractual period and not to use it for other purposes not serving the contract. All information regarding all technical information and know-how made available to the Customer as well as other information that is marked as confidential by one of the two parties and that has economic value shall be considered confidential. This expressly includes business and trade secrets.
The confidentiality obligation does not apply to information which has already become known to the other party or the public without breach of Clause 8.2 , or which must be made accessible to a third party due to a legal, judicial or official order, or which will be subject to inspection by third parties obligated to maintain secrecy within the scope of an intended company acquisition.
H.d may provide some or all of the services that H.d owes under this agreement, in particular the Services, through subcontractors. H.d is entitled to transfer this contract to associated companies (within the meaning of Section 15 ff. Stock Corporation Act (AktG), unless this is deemed unreasonably harsh on the Customer.
H.d may change these T&Cs after prior notification, including the intended changes towards the Customer. H.d is entitled to make changes to the T&Cs only to the extent deemed reasonable to the Customer, where the changes do not affect the essential contractual obligations (see Clause 7.2), and the Customer is not worse off as a result of such change. The Customer may object to a change in the T&Cs within four (4) weeks of receipt of the notification or terminate the contract without notice. Insofar as the Customer does not object to the change in the T&Cs or fails to do so in due time, the Customer's agreement to change the T&Cs will be deemed granted. H.d shall notify the Customer of the consequences of an omitted objection and of the right to terminate the contract without notice in the event of notification of changes to the T&Cs.
If a provision of this contract is or becomes completely or partially void, invalid, impracticable or unenforceable, then this shall not affect the validity or enforceability of the remaining provisions. If the defectiveness of a provision is based on a measure of performance or time specified therein (time limit or deadline), then the provision shall be consistent with a legally permissible level closest to the original level. The same applies to any loopholes in this contract.
The contract and all claims and rights arising from, or in connection with, the contract are exclusively subject to German law to the exclusion of the conflict of laws, and must be interpreted and enforced in accordance with German law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The place of performance is Düsseldorf.
If the Customer is a business person, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract, its conclusion or its execution is Düsseldorf.
Effective as of: February 2020/AG