General terms and conditions Spa.cz - for partners

I. Introductory Provisions:

1. These General Terms and Conditions (hereinafter the “GTC”), together with the Additional Terms and Conditions, which the Partner has accepted, ordered or otherwise apply to the Partner’s Contract, constitute the Contract concluded between Online Holding s.r.o. (hereinafter the “Service Provider”) and the Partner (hereinafter the “Contract”) for services provided by the Service Provider to the Partner (hereinafter the “Services”).

II. Terms:

The main terms defined below have the following meanings in the GTC:

III. Registration, Conclusion of Contract:

1. The Contract between the Service Provider and the Partner for Basic Services is concluded by the Partner registering through the Platform’s registration interface and accepting these GTC. The Service Provider may, at its own discretion and without stating reasons, decide not to accept a registration in the case of a specific natural person or legal entity, and thus no Contract is concluded between the person who wishes to register and the Service Provider in accordance with these GTC.
2. In addition to providing the information requested by the Service Provider upon registration, the Partner must provide information about all accommodation facilities operated by it to be published in the Service Provider’s online Booking System.
3. The Contract (and all of its elements) is entered into online and is not stored or sent in paper form by the Service Provider.
4. The Partner agrees and acknowledges that, in order to provide the Service, the Partner must actively perform the actions set out in the GTC. The Partner undertakes to continuously monitor the information published or provided by the Service Provider.
5. The Service Provider is entitled to enter into the Contract with other persons engaged in the same business as the Partner or operating the same or a similar service to the Partner’s Service.

IV. Extranet

1. In the Extranet, it is possible to set or display certain specific terms and conditions of the Partner Contract based on the relevant terms and conditions. The Partner can enter and set the parameters of the Partner’s Offer for accommodation and related services on the Extranet and thus provide information, data and photographs presenting the Offer itself via the Extranet. The Partner may not include captions, contact details or logos on the image selected as the opening image for the Offer. If the Partner authorises the Service Provider via e-mail to make changes or upload information to the Extranet, any such service of the Service Provider is provided in the name and on behalf of the Partner and the Partner remains liable for all data and information uploaded to the Extranet.
2. In connection with the Offer, the Partner may not include on the Extranet or in any other way any data, information and contact details (telephone number, e-mail address, web addresses, links, contacts to social networks, Facebook page, etc.) that are publicly available to Users and enable Users to contact the Partner directly. The Partner may not otherwise invite the Guest or User to contact the Partner directly. A breach of these provisions constitutes a material breach of the Contract.
3. The Partner is obliged to comply with the relevant legal regulations in its activities pursuant to the GTC, in particular when uploading data and during all activities that can be performed on the Extranet, especially with regard to compliance with personality, copyright and consumer protection regulations.
4. It is the Partner’s sole responsibility to keep its password used to access the Extranet confidential and to make every effort to prevent its disclosure to unauthorised persons. The Partner is also obliged to ensure that the secret password is known and used only by persons who are authorised to take legal acts on the Partner’s behalf and account in connection with the Contract. The Partner is liable for any damage resulting from a breach of the above.
5. The Service Provider is obliged to take reasonable care to ensure that unauthorised third parties cannot alter the content of public data uploaded by the Partner.

V. Portal Service

1. As part of the Portal Service, the Service Provider enables the Partner’s Offer uploaded to the Extranet to be displayed on the Platform so that Users can search and book it and so that a Booking Contract can be concluded between the Partner and the Guest.
2. In connection with the Portal Service, an intermediation relationship is established between the Partner and the Service Provider, based on which:
   1. the Service Provider is obliged to independently intermediate the Partner’s Contracts with third parties (Users), conclude them on the Partner’s behalf and receive payments from Guests as an intermediary;
   2. the Partner is obliged to pay the fees and Commission set out in the Contract. The Contract does not qualify as a consumer contract, as neither party is a consumer. The Service Provider’s activity does not qualify as a payment service, as the Service Provider is an independent sales agent acting solely on the Partner’s behalf that is also authorised to conclude the Contract between the Partner and the User (Guest).
3. The Partner acknowledges and agrees that the Service Provider is entitled, at its sole discretion, to establish, at any time and upon prior notice to the Partner as set out in these Terms, a set of conditions that determine the ranking of the results of its offer displayed on the Portal and the offers of other Partners or affect the ranking of the results ("Ranking"). The criteria are based on predefined conditions, apply uniformly to all Partners and operate in an automated manner. The Ranking Criteria are multi-factorial; factors include, but are not limited to, the amount of commission paid by the Partner, the ratio of the number of visitors to the accommodation subpages displayed on the Portal to the total number of bookings ("Conversion"), the total number of days offered by the Partner to Guests on the Portal in the coming 365 days to create a booking ("Availability"), online bookings or the speed of the Partner's response to enquiries created by Guests on the Portal. The highlighting of the above main parameters in relation to the other potential parameters is justified by their professional priority. An Affiliate may rank higher if its Conversion, Commission Rate, Availability and Booking Speed are higher. The partner can set the commission rate for each of its offers in the Extranet
4. In respect of the foregoing, the Partner may not object, claim or enforce any objection to the Ranking or the resulting ranking or any of the criteria on which the Ranking is based. It is forbidden to take any action to influence the ranking of the results by artificial or manipulative means or by circumventing the provisions of the GTC. Violation of these provisions constitutes a material breach of the Contract.
5. The Partner authorises the Service Provider to publish the parameters of the Offer uploaded by the Partner to the Extranet (including any photographs, illustrations, data and information, labels, figures, photographs and images which are or may be protected by law) to the public online and offline in the part, in the manner and for the period specified by the Service Provider in order to increase the number of Bookings, and to promote it online and offline. Publication on platforms other than the Platform is governed by the policies of such other platforms.
6. The Service Provider is entitled, but not obliged, to make the Offer available in a foreign language. The Service Provider is entitled to prepare a presentation in a foreign language containing only relevant elements of the Offer. Such foreign languages can be English, German, Slovak, Polish and Hungarian. Translation into another language does not change the law applicable to the Contract. The layout of the Offer is independent of the language in which the Extranet is used.
7. The Partner acknowledges and agrees that the Service Provider may, at its discretion, create a Special Title (e.g. Verified by Spa, Spa Accommodation of the Year, etc.) that may be awarded to Partners or another Partner of the Service Provider in accordance with criteria established by the Service Provider. The Partner may use the Special Title for the period of time specified by the Service Provider. Unless the right to use the Special Titles is expressly cancelled, the right to use the Special Titles automatically terminates upon termination of the Contract. In such case, the Partner may no longer use or display a Special Title.
8. The Partner will ensure that it is available to the Service Provider on the telephone or e-mail contact details provided to the Service Provider for consultation, contact or quality assurance purposes. The Partner undertakes to provide the Service Provider with relevant information during these contacts.
9. The Service Provider is entitled to send promotional and advertising materials about its own products or services to the e-mail address provided by the Partner. The Partner is entitled to refuse the sending of promotional and advertising materials in accordance with the procedure described in the individual e-mails.
10. The Partner is obliged to inform the Service Provider of any problem or circumstance that, for reasons arising in the Partner’s sphere of interest, temporarily or permanently adversely affects or excludes a service provided to the Guest or cooperation, contact with the Service Provider, use of the Platform or Extranet (e.g. reconstruction, maintenance, malfunction, unavailability of a room or service for any reason, insufficient internet connection, change of e-mail address, telephone number, etc.). Any damage arising as a consequence of non-notification is borne by the Partner itself.
11. The Partner is prohibited from using any system or solution that causes or enables failures of servers used to operate the Service, Platform or Extranet, or that otherwise jeopardises the proper operation of the Platform.
12. The Service Provider reserves the right to modify or discontinue the provision of any intellectual property and/or any element of the Service on the Platform at its sole discretion.
13. The operation and maintenance of certain parts of the Platform is qualified as an intermediary service. The Partner acknowledges that Users are entitled to use the Platform based on the GTC for Users and the Privacy Policy. The Partner declares that it has familiarised itself with the GTC for Users and the Platform’s Privacy Policy, which are available on the Spa.cz website, and that it complies with them and keeps track of changes to them.
14. The Partner acknowledges that the User and/or Guest may:
    1. familiarise themselves with the Offers, request further information, request Offers,
    2. distribute Offers and information to others on known social networks – Facebook, Instagram – or send them by e-mail or other communication channel,
    3. write texts, opinions, comments, ratings concerning the Partner’s Offer and/or services used by the Guest (hereinafter the “User Content”), and
    4. make the Bookings stated in the Offer, subject to availability (dates and locations) listed therein.

VI. Partner’s Offer

1. When registering accommodation facilities, the Partner is obliged to provide the correct and true names of the accommodation facilities it uses.
2. The Partner is obliged to provide up-to-date and truthful information when uploading information and providing data. The Partner declares that the data, information, texts, images, videos and other intellectual property and parts thereof provided or uploaded by or on behalf of the Partner to the Extranet or otherwise in connection with the Service are correct, accurate, complete, true and that the Partner has the right to use them. The Partner undertakes to provide all data and information that are required by applicable legal or official regulations or that are otherwise important to the User or Service Provider in connection with the Service. The prices must be stated by the Partner in the gross amount (net \+ VAT).
3. The Service Provider has the right, but not the duty, to correct incorrect or erroneous data provided by the Partner that deviates from reality (including in the Extranet). If the data provided by the Partner is regularly false or incorrect, this is a serious breach of the Contract and grounds for termination. The Service Provider may omit or modify data that are inconsistent with the provisions of the Contract.
4. The Service Provider is not liable for the display or non-display of the Offer, if the Partner uploads or provides incomplete or incorrect data and information related to the Offer or if the display breaches the rules in the GTC.
5. The Partner undertakes to keep the Extranet up to date with the latest information and data related to its Offer, including data on available and reserved capacities.
6. The Partner is not entitled to publish Offers in the form of packages whose content is regulated under Czech law and which require a special license.

VII. Booking

1. The Partner can choose whether to use Online Bookings or Bookings on Request in the Extranet.
2. In the case of Online Bookings, Users can create an instant Booking on the Platform for the available dates specified and updated by the Partner for the Offer uploaded by the Partner, at the prices and on the terms and conditions set out in the Partner’s Offer. The Partner is responsible for the up-to-dateness of the data displayed on the Platform. A Booking created by a User is automatically accepted and the Contract between the Guest and the Partner is hereby deemed to be concluded at the prices and on the terms and conditions displayed in the relevant Offer in the Booking System managed by the Partner in real time, up to the maximum available capacity specified by the Partner. In the event of incorrect data, the Booking cannot be refused.
3. In the case of Bookings on Request, after the User submits a Booking request, the Service Provider will send the User an automatic e-mail message on the Partner’s behalf, which cannot be considered a confirmation of the Booking. The Partner has until 12:00 p.m. on the working day following the day of the start of the Booking to respond to the Booking request. If the Partner fails to send a response, the Booking request may be rejected by the Service Provider through automatic or manual processing. If the Partner accepts the Booking made by the User (by clicking on the link in the e-mail sent by the Service Provider and confirming the Booking on the Booking page), the Service Provider will notify the User by an automatic e-mail message after acceptance, which concludes the Booking and the Contract between the Partner and the User. The User’s Booking request is deemed to be cancelled or amended (i.e. a new Booking request) if the Partner or the Service Provider receives a declaration from the User to this effect before the Service Provider sends the User an automatic e-mail message confirming acceptance of the Booking. If the Partner rejects the User’s Booking request, the Service Provider is entitled to offer the User other accommodation.
4. If the Partner contacts the User with another Offer instead of confirming the Booking, this is considered a rejection of the original Booking by the Partner and the initiation of a new Booking. If the User accepts the Offer (the new Booking), the Booking and the Contract between the Partner and the User are concluded and the Service Provider is entitled to the Commission based on the content of the Offer.
5. The Service Provider has no obligations regarding the results of the Service. The Service Provider is not responsible for whether or not Users initiate Bookings and how many are made. In connection with the failure to achieve such a result, the Partner has no claim against the Service Provider for any reason whatsoever, including for damages and loss of profit.
6. If the Offer was displayed to the User in a clearly recognisable manner with an incorrect price containing a numerical error and the Booking was made at this incorrect price, the Partner is entitled to refuse the resulting Booking with the Service Provider’s consent. The Service Provider is also entitled to cancel such a Booking made at an incorrect price. The party that initiated the cancellation of the Booking must inform the Guest of the cancellation and the reason for it, as well as the other party (the Service Provider or the Partner). The deposit already paid during the Booking or any other fee will be refunded to the Guest.

VIII. Fulfilment of Bookings

1. If, after a Booking has been made (a message with a reply has been sent to the Guest), contact is made outside the Platform, thereby substantially changing the terms of the original Booking, the Partner is obliged to inform the Service Provider of the content of this change. Such terms may include, in particular, an adjusted length of stay, adjusted arrival or departure dates, a different number of Guests, an adjusted package, etc. A breach of these provisions constitutes a material breach of the Contract.
2. The Partner is obliged to inform the Service Provider without delay if it is unable to fulfil the original contractual obligation towards the Guest with the Booking. In such a case, the Partner is obliged to provide the Guest with a replacement service of the same quality or, if necessary, to provide the Guest with accommodation of a higher quality free of charge (hereinafter the “Replacement Service”). The Replacement Service must meet the basic characteristics of the original service. Any additional costs associated with the use of the Replacement Service shall be borne by the Partner (e.g. the difference in price between the original and the replacement accommodation, payment of additional travel costs of the Guest affected by the Booking or transport to the replacement accommodation, etc.).
3. If the service provided by the Partner does not correspond to the service specified in the Offer, the Booking or the amended Contract agreed with the Guest, or if the Partner cannot provide the Replacement Service or the Guest does not accept it, the Partner will indemnify the Guest and reimburse the Guest for all adverse consequences, damages and costs incurred by the Guest in connection with the above. The compensation and indemnification due to the Guest will be paid at the time of the event. In the cases regulated in this clause, the Partner is obliged to notify and inform the Service Provider. The Partner is obliged to reimburse the Service Provider for all claims, costs and damages incurred by the Service Provider in connection with the above. This provision also applies if the Partner maintains the Booking System in real time and does not comply or does not fully comply with its obligation to update it. A breach of this provision is considered a material breach of the Contract.
4. The Partner agrees that if it fails to settle or pay the full refund to the Guest within 7 days of the event, the Service Provider may make the refund that is rightfully due to the Guest on the Partner’s behalf (at its sole discretion) and invoice the Partner for this performance.
5. If the Partner is not available at the contact details provided, based on the Guest’s notification, and the Service Provider is unable to establish written and telephone contact with the Partner within 3 days, the Guest has the option to withdraw from the Booking without payment of penalties or cancellation fees.
6. The Service Provider is not liable for any damage caused by the Guest to the Partner or any other third party, in particular for the factual non-use of the accommodation facility or for a breach of the terms of use.

IX. Commission

1. For the use of the Portal Service, the Partner is obliged to provide the Service Provider with a Commission on the total price of the Bookings and/or on the actual payment obligation of the Guest to the Partner, as set out below.
2. The Service Provider is entitled to the Commission if:
   1. the Booking has been completed; or
   2. the Partner fails to notify the Service Provider that the Booking has been cancelled or changed by the Guest;
   3. the Partner provides incorrect and false information via the Extranet due to errors or omissions;
   4. the Guest has actually used the service, but the Partner claims otherwise by mistake or for any other reason;
   5. the Guest has otherwise incurred a payment obligation to the Partner under the Contract between the Guest and the Partner due to the cancellation of the Booking;
   6. the Contract between the Partner and the Guest has been amended by omitting the Service Provider’s system.
3. The Commission is calculated on the total gross price of the Booking (including additional services and VAT).
4. The amount of the Commission is stated in the Administration Interface. The amount of the Commission is accepted by the Partner during the registration process, of which the Service Provider also informs the Partner in the registration confirmation e-mail.
5. If the Guest cancels the Booking before the scheduled occupation (use) of the accommodation under the terms and conditions set by the Partner and has no payment obligation to the Partner, the respective Booking will be cancelled and the Service Provider will not be entitled to any Commission. If the Guest
   1. has not cancelled, or
   2. has not changed the Booking through the Service Provider’s customer service or through the online interface created for this purpose; or
   3. the Guest has not shown up (no-show),
6. the Partner is obliged to notify the Service Provider of the cancellation, change or no-show of the Guest by the third day after the last day of the departure period according to the original Booking, which the Service Provider is entitled to verify by contacting the Partner or the Guest directly. If this deadline is not met, the Service Provider is entitled to the Commission according to the original Booking.
7. If the Guest has actually used the service, but the Partner has set the opposite in the administration interface by mistake or otherwise, the Service Provider may exercise its rights under the GTC and is entitled to the Commission. By sending the Guest’s notice to the Service Provider, the Partner can prove that its setting was not incorrect.

X. Payment Terms

1. The Service Provider will send the Partner an invoice for the Commission and other fees on a monthly basis (after the last Commission Reconciliation for the current month) or at individually determined intervals. The invoice is sent electronically. The Partner will receive the invoice to the e-mail address provided by the Partner. If the Partner informs the Service Provider in writing that it does not accept the invoice sent electronically, the Service Provider will issue the invoice in paper form.
2. The Partner is obliged to pay the Commission and other fees to the Service Provider within the period specified on the invoice. The Commission and other fees are deemed to have been paid on the date they are credited to the Service Provider’s account.
3. The invoices must meet all the requirements of a tax document and will also contain: the operator’s Booking ID, the client’s first and last name, the date of stay and the invoiced amount. If an invoice is issued for more than one Booking, the details for each Booking will be listed separately.
4. The Service Provider is entitled to receive payments from third parties for the agreed stays.
5. The Partner may submit a written complaint about an invoice within 7 days of its receipt. The Partner must clearly state the reasons for the complaint and attach all supporting documents. The Service Provider will review the complaint and decide on its acceptance within five working days. If the Service Provider does not accept the complaint, the Partner may refer the matter to a court in accordance with these GTC.

XI. Data Protection and Confidentiality, Protection of Privacy Rights

1. The Service Provider and the Partner undertake to treat as trade secrets, with the exceptions set out in the GTC and with the exception of publicly available data made available to Guests or Users,
   1. the terms of the Contract
   2. facts, information, data and
   3. any other information which a reasonably prudent party may have reasonable grounds to suspect, in the performance of the Contract, that the other party would consider confidential (hereinafter “Confidential Information”). For purposes other than the performance of the obligations and the exercise of the rights set out in the Contract, neither party will use or disclose Confidential Information relating to the other party (unless it is required to do so by law or under an authorisation or with the prior written consent of the other party), will treat it as a trade secret and will take all reasonable steps to protect it. The scope of these provisions also extends to persons in an employment or other employment relationship with the parties.
2. The General Data Protection Regulation (Regulation (EU) 2016/679; hereinafter the “GDPR”) applies, the Service Provider and the Partner are independent data controllers and the provision of adequate information on data protection to Guests is the separate responsibility and obligation of the Service Provider and the Partner. The Service Provider transfers the personal data of Guests to the Partner on the basis of the Guests’ consent solely for the purpose of performing the Contract; the Partner may not transfer this data to third parties or use it for other purposes (e.g. advertising, direct contact with Guests). The Service Provider and the Partner have agreed that after the transfer of the data to the Partner, the Service Provider is not responsible for the lawfulness of the processing of this data by the Partner; the Partner undertakes and warrants that the data of Guests, including data recorded separately by the Partner, will be handled within the legal framework for the specific purpose and for the permitted and necessary period. The Service Provider does not provide Guests with information on the handling of the Partner’s data; this obligation rests solely with the Partner. The Partner is liable and obliged to indemnify the Service Provider for all claims and damages arising from a breach of these data protection provisions by the Partner.
3. In order for the parties to conclude and perform the GTC and for the Partner to use the Service, it is necessary for the Service Provider to provide certain data about certain persons acting on the Partner’s behalf (e.g. directors, employees authorised to order/sign, contact persons handling billing and financial matters, Guests/agents handling Bookings, etc.) that are necessary for a particular contact and the provision of the Service and is considered a data controller. The Partner provides the data and has the right to change or delete it. It is the Partner’s sole responsibility to ensure that the data is provided in accordance with the law and on the basis of due information to the data subjects when using the Service. The Service Provider is not obliged to investigate their existence. The Partner is liable and obliged to indemnify the Service Provider for all claims and damages arising from a breach of the above provisions by the Partner.
4. The legal basis for the processing of the data is the performance of the rights and obligations arising from the Contract between the Service Provider and the Partner, which is in the legitimate interest of both parties. The processing of data means exclusively the use, storage and processing of the data of contact persons from among entrepreneurs that is directly related to the provision of the Service as described above. The Partner may initiate a consultation with the Service Provider regarding its data management needs at the e-mail address Partner@spa.cz.
5. Scope of the personal data processed:
   1. the name, password, telephone number and e-mail address provided to Guests upon registration; the first and last name, area, e-mail address, telephone number of contact persons, accommodation details (name, type, category, address), billing details;
   2. in the case of a Partner operated by a natural person: the first and last name indicated in the billing details, place and date of birth, birth name, billing and postal address, tax number, billing e-mail address;
   3. in the case of a sole trader, a natural person with a tax identification number, a non-profit organisation or a Partner operated by a company: name/company name, tax identification number, company identification number, billing and postal address, billing e-mail address, bank account number;
   4. data generated by the data subject during the use of the Service (e.g. log files, message content).
6. The data processing period is until the end of the tenth year after the termination of the business relationship with the Partner, with the exception of data related to tax regulations and required by the Accounting Act for bookkeeping purposes, which are processed for a period of 10 years in order to comply with accounting obligations. The Service Provider will delete voluntarily provided personal data no later than five years after the case has been settled.

XII. Copyright

1. All content that appears on the Platform (including design, layout, graphics and other visual elements, materials, software and other solutions used, ideas, their implementation) is the exclusive intellectual property of the Service Provider, with the exception of
   1. content uploaded by the Partner;
   2. User Content; and
   3. trademarks and other content of persons other than the Service Provider displayed on the Platform.
2. In addition to the display, temporary reproduction and private copying necessary for the intended use of the Service, the Service Provider’s Intellectual Property may not be used or exploited in any other form without the Service Provider’s prior written consent, and any such activity may result in civil and criminal proceedings.
3. The Partner represents and warrants that the text, photographs, videos, graphics and other intellectual property uploaded by or on behalf of the Partner are the intellectual property of the Partner or that the Partner has the appropriate right to use them in connection with the Service and do not infringe the rights of third parties. With respect to this intellectual property, the Partner grants the Service Provider the full right to use it to the extent necessary for the performance of this Contract and for the term of this Contract. The Service Provider is not obliged to exercise this right. The Partner is liable and obliged to indemnify the Service Provider for all claims and damages arising from a breach of the above provisions by the Partner or if the Partner has not provided truthful information.
4. In the event of feedback, comments or requests from any Partner and related to the Service that are not Confidential Information, sent, provided or otherwise communicated to the Service Provider, the Partner acknowledges and irrevocably agrees that the Service Provider may use such feedback, comment or request free of charge, unconditionally and in any form to modify or improve the Service.

XIII. Other Warranties, Limitation of Liability

1. The Partner warrants that it is a legally registered and legally operating business company and carries out its business activities on the basis of the relevant laws, permits and authorisations and on the basis of the necessary notification obligations), the sale of its services and the conclusion of the Contract is not in conflict with its obligations to other persons, legal regulations and/or a decision of any competent authority.
2. The Service Provider warrants that it is a legally registered and legally operating business company under the laws applicable to it and is authorised to carry out the activities under these GTC.
3. The Service Provider provides the Service “as is” and assumes no liability for the accuracy, reliability, error-free operation, completeness or suitability of the Service for a particular purpose, including the software used in the operation of the Service and all content available through the Service. Furthermore, the Service Provider is not liable for errors and their consequences caused by causes beyond its control, such as technical failures or interruptions in the Internet network, technical failures, interruptions of any origin, destructive applications or programs placed by other persons (for example: viruses, worms, macros or hacking activities).
4. In accordance with the above, the Service Provider endeavours to ensure the continuity of the service provided by all available techniques and means, but is not liable for damage caused by an unavoidable external event beyond its control and operation that prevents the work necessary for the performance or availability of the technical means (e.g. strike, flood, earthquake, downpour, power failure, insufficient internet capacity, data transmission failure, failure, etc.).
5. The Service Provider’s liability to the Partner in connection with the Service shall in no event and under no legal title exceed the total amount of Commissions paid by the Partner during the 12 months preceding the claim.

XIV. Breach of Contract

1. If the Partner repeatedly materially breaches the Contract, including any provision of these GTC, or fails to cease the breach of the Contract upon repeated requests, the Service Provider is entitled to refuse to publish the Offer, or to suspend or cancel the publication of an already published Offer, or to terminate the Contract with immediate effect (and to terminate the provision of the Service with immediate effect). In addition to a material breach expressly stated in any part of this Contract, the following are considered material breaches:
   1. the Offer is clearly incomplete, non-existent, non-specific, contradictory, misleading, false, unrealistic, objectively unattainable or may damage the reputation of another natural or legal person; or does not contain the minimum information necessary for an informed decision (e.g. price, relevant accommodation parameters);
   2. the Partner provides incorrect or misleading information in the Extranet (incorrectly entered or unrealistically low prices that are not provided to the Guest after the Booking is made);
   3. the Partner charges a higher price than stated in the Booking;
   4. the Partner does not keep the information in its system in the Extranet up to date, which leads to the rejection of the Booking (including overbooking when using real-time Bookings);
   5. the Partner continuously or regularly rejects the Guest’s Booking (including cases where it does not accept the Guest despite confirming or accepting the Booking in real time);
   6. the Service Provider receives several serious complaints and/or reports from one or more Guests who have booked a room with the Partner, or the complaint concerns a particularly serious category of cases;
   7. any person acting on the Partner’s behalf behaves in an inappropriate, abusive or unprofessional manner towards Guests or employees of the Service Provider;
   8. in the Service Provider’s unilateral judgement, the Offer is incompatible with the Platform or the image and spirit of the Service Provider, is contrary to its business policy and/or directly or indirectly harms the advertising market and/or the business interests of the Service Provider;
   9. the Offer cannot be fulfilled for technical or extensive reasons;
   10. a public authority has raised a formal or informal objection to the Offer;
   11. the Partner does not refund the amount due upon cancellation of the Booking or does not compensate the Guest for the damage caused;
   12. the Partner breaches the warranty provisions of the GTC or repeatedly breaches any provision of the GTC;
   13. the Partner has an outstanding debt to the Service Provider;
   14. bankruptcy, liquidation, voluntary liquidation or compulsory cancellation or judicial enforcement has been initiated against the Partner;
   15. the number of cancelled Bookings at the Partner’s accommodation facilities is extremely high, i.e. the rate of cancelled Bookings differs by 30 percentage points compared to the city and accommodation type average during any consecutive 30-day period under review;
   16. the Partner incurs an undisputed obligation to refund the Service Provider for any reason (e.g. an obligation to refund a deposit), of which the Service Provider duly informs the Partner and which the Partner repeatedly fails to fulfil within the time limit or fails to fulfil after its expiry.
2. The Partner is obliged to indemnify and reimburse the Service Provider for all claims, damages and costs incurred as a result of a breach of the Contract by the Partner, including in the event that any authority punishes the Service Provider for a breach of the Contract by the Partner.
   1. The Service Provider endeavours to protect the interests of Partners and Users and to ensure their fundamental rights, which it wishes to ensure by ensuring the security and reliability of the content on the platform. The Service Provider is entitled to suspend or remove any content that is illegal or violates these GTC or any other Contract. This provision applies to data uploaded by or at the request of any Partner or User.

XV. Term, Termination and Amendment of the Contract

1. Unless expressly agreed otherwise, the Contract between the parties is concluded for an indefinite period, with a minimum term of 30 days.
2. The Contract is terminated:
   1. by mutual agreement of the parties;
   2. by proper notice by either party;
   3. by extraordinary notice by the Service Provider under the terms of Article XV of the GTC;
   4. and in the cases and under the conditions provided for by the applicable laws by withdrawal.
3. A proper notice must be given with at least 30 days’ notice. A proper notice must be justified. The right of termination does not limit the Service Provider’s right to suspend the display in accordance with the GTC.
4. The Service Provider only concludes the Contract with the operator of the accommodation facility and assumes that the persons carrying out the registration are authorised to make legal declarations on behalf of the operator of the accommodation facility and to conclude the Contract. The Service Provider considers all communications that appear on the Extranet provided to the Partner to be a legally effective declaration of the Partner. The Partner expressly acknowledges the legal validity of all declarations made by the Partner that are set out herein.
5. If there is a change in the operator of the registered accommodation facility, the parties and the new operator will consider this to be a transfer of the Contract, including all rights and obligations. The Partner is obliged to inform the Service Provider of the change of operator and, in the event of a change of operator, is obliged to inform the receiving party of the Contract with the Service Provider. The receiving party is entitled not to accept the transfer of the Contract, in which case the Partner is obliged to terminate the Contract. If the Service Provider does not object within 7 days of receipt of the notification, it agrees to the transfer of the Contract concluded with the Partner to the new operator. In this case, or in the case of consent issued by the Service Provider in another way, the date of transfer is considered to be the date of transfer in relation to the Contract on the day the changes are made in the Extranet, on the basis of which the change of the given operator of the accommodation facility can be determined (and the billing data of the new operator), after which the new operator is obliged to accept and fulfil open (not yet accommodated) Bookings in accordance with the Contract. With regard to open (not yet made) Bookings, until the date of transfer, the amounts paid by the Service Provider to the former operator under the Contract are deemed to have been paid to the new operator for the purposes of the Contract; these amounts cannot be claimed by the new operator from the Service Provider and/or the Guest. As a result of the transfer of the Contract, the new operator undertakes to pay any outstanding amounts and fees (which have not yet been paid by the previous operator) for Bookings made during its operation. The Partner will ensure that it informs the new operator of all existing Contracts, with the proviso that it is its duty as the old operator to terminate those elements of the Contracts that are not to be transferred. In the event of a change of operator, the Partner, as the original operator, is obliged to pay the invoices issued in its name for Bookings made during the new operator’s term of office and to pay the commissions and fees for Bookings made during the new operator’s term of office, if (i) and as long as the changes necessary for the change of operator in relation to the accommodation unit in question have not been made in the Extranet on the basis of the Service Provider’s approval and (ii) the Partner’s Contract has not otherwise been transferred to the new operator. If the Partner breaches this provision, it will be considered a material breach of the Contract.
6. The Service Provider will publish any amendment to these GTC on the Platform at least 15 days before the amendment comes into force, in the form of a notice. Typos, grammatical errors, clarifications of terminology, renaming of terms and corrections of related provisions (including content) in the text of the GTC are not considered amendments to the GTC. It is also not considered an amendment to the GTC if the Service Provider corrects data relating to its person. The communication or publication of the GTC amended in accordance with these GTC, as well as the communication or publication of the amended or supplemented GTC in cases where the amendment or supplement was required by a change in legislation and/or an official act, may be shorter than the 15-day period that otherwise applies in the GTC. The Partner expressly acknowledges and agrees to this.
7. If the Partner does not terminate the Contract (or, if the amendment concerns a severable and separately terminable part thereof, only that part) within 15 days of the publication of the amendment to the GTC, the amendment is effective for the Partner. The notice of termination must clearly and expressly state that the Partner is terminating the Contract (or, if the amendment concerns a severable and separately terminable part thereof, only that part).
8. Upon termination of the Contract for any reason, the parties will immediately settle with each other. Upon termination of the Contract for any reason, the Service Provider will make all Partner Offers unavailable on the Platform and, to the extent that it manages them, on other platforms. Even after the termination of the Contract, the Service Provider will retain the information shared by the Partner on the Extranet and, in the event of a change of operator, information about the Offers and intellectual property that may be used by the new operator (including User Content or the Partner’s intellectual property), as well as accounting documents related to the Contract, until the end of the mandatory retention period stipulated by law.

XVI. Final Provisions

1. The rights set out in the GTC for the Service Provider are not exclusive and may be exercised jointly. If the Service Provider does not exercise its right under these GTC, this cannot be interpreted as a waiver of the right.
2. The Service Provider will ensure that the Partner is familiar with these GTC by publishing the current and complete version of the GTC on the Website and that the Partner will always have access to them. After an amendment – unless the Contract has been terminated – the continued use of the Service is considered acceptance of the amended GTC.
3. The information and documents referred to in the GTC links are available at www.spa.cz.
4. Any related wording used to interpret or explain these GTC is for information purposes only and cannot be a reference for the enforcement of rights. The legal relationship between the Service Provider and the Partner, as well as all situations arising from this legal relationship, can only be interpreted and assessed on the basis of the text of the GTC.
5. The GTC and the Contract of the contracting parties are governed by Czech law. The competent Czech courts will have jurisdiction to settle disputes. Matters not regulated by these GTC are governed by the relevant Czech legal regulations.
6. The contracting parties will endeavour to settle their disputes amicably. If this is not successful, the Municipal Court in Prague has jurisdiction for actions falling within the jurisdiction of the local court.
7. These GTC remain in force until further amendments come into force or until the GTC are cancelled.

XVII. Handling of Partners’ Complaints, Contact Point

1. If a Partner has any complaints or comments or wishes to report illegal content (in the latter case, only through the channel designated as the contact point), the Partner may send its complaint or comment by e-mail, by post to the company’s registered office or by telephone to the following contact details: dsa@spa.cz – +420 226 284 999
2. The Service Provider will immediately launch an investigation into the complaint received and, if necessary, arrange for a remedy. It will endeavour to respond to and resolve the complaint as soon as possible, but no later than 30 days after its receipt, in writing. It will state the reasons for rejecting the complaint.
3. The Service Provider considers as consumer complaints only those complaints by Users against the Service Provider that are made against the Service Provider’s procedures or systems. In the case of complaints regarding the Partner’s actions, the Service Provider only provides support to the parties in mediating and resolving a complaint, such complaints are not considered complaints against the Service Provider.
4. The Service Provider will provide Partners with the opportunity to lodge a complaint with the contact point against the following decisions made by the Service Provider on the grounds that the information provided by the Partner constitutes illegal content or does not comply with the Service Provider’s terms and conditions for a period of six months after the decisions referred to in this paragraph:
   1. a decision to remove, revoke access to or restrict the visibility of information;
   2. a decision to suspend or terminate the provision of the Service to the Partner in whole or in part;
   3. a decision to suspend or terminate the Partner’s presentation;
   4. a decision to suspend, terminate or otherwise restrict monetisation in connection with information provided by the Partner.

XVIII. Service Provider’s details:

ONLINE HOLDING s.r.o.
Kolbenova 882/5A, Vysočany, 190 00 Prague 9
Business ID number: 02466490 / tax ID number: CZ02466490