CosmoNaut Licence Agreement
1. Subject of the license
1.1 The subject of the license is traffics’ CosmoNaut price comparison and control system, which the Customer receives for the purpose of use within its hotel, and this license regulates the modalities of use. Traffics’ CosmoNaut license provides the Customer with the option to access the Licensor’s database and CRS server, which contains information about databases belonging to the hotel, and to access booking systems as well as, in the following, the Provider’s data in the form of an integrated travel rate comparison system. The Licensor’s database contains data as well as links and references to the databases of offers and bookings for the connected tourism service providers. This primarily serves the purpose of allowing independent research.
1.2 The Licensor reserves the right to modify the features and performance of its products as part of its ongoing product improvement and development.
1.3 The Customer can then only make bookings using one of the agency’s places of business (AGBST) assigned by traffics. The Customer must activate the AGBST place of business for each organiser/service provider by entering its agency number.
2. Remuneration, scope of services and general provisions regarding payment
2.1 All stated prices exclude the statutory VAT.
2.2 The Customer shall pay the Licensor regular yearly licence fees for the services specified in this Agreement and for the granting of one license per place of business. The invoice is issued for informational and tax purposes. Usage-based fees are invoiced separately and payable upon receipt of the invoice.
2.3 The Customer has the choice between the free direct debit procedure and payment by bank transfer, which is subject to additional costs. The Customer agrees that the respective fees that are due will be charged by direct debit. It authorises traffics to collect the fees when due from the Customer’s account by direct debit (direct debit order) pursuant to the Annex. In the event that the Customer fails to issue or rescinds the direct debit order, the Customer undertakes to pay a surcharge of € 5.00 plus the respectively applicable VAT, currently 19%, for each transfer.
2.4 Default arises without further explanation by the Licensor ten days after the due date insofar as the Customer has not paid the amount owed. In the event of default, the Licensor shall be entitled to block the Customer’s access pursuant to sections no. 3 and 6 no. 5 of the GTC. Should the Customer default in its payments in an amount that exceeds the sum of two license fees, the Licensor may terminate the Agreement without notice.
3. Transfer of rights and legal reservation
3.1 traffics’ databases and software applications are protected by copyright. traffics grants the Customer the non-exclusive, nontransferable right to access the data retrieved from/via the traffics server for viewing and research purposes. This includes the nonexclusive, non-transferable right to cache the transferred data and to distribute, publish and have available for retrieval said data online. Other duplication is not permitted, nor is any conceivable re-use beyond the statutory exceptions. Any other form of retransmission, any use other than the contractually agreed use, as well as any other provision or use of the data, is expressly prohibited. The use of a travel agency’s data is only permitted in conjunction with an offer by the organiser.
3.2 Insofar as the software applications are supplied to the Customer, the Customer may install these on a computer/server and use these within the context of this Agreement. Program modifications may not be made independently.
3.3 The transmitted hotel images/texts are a component of the Giata Internet Hotel Guide (IHG) database from Giata GmbH (Berlin). The Customer is only permitted to use the Giata data to link image and text data within the context of a valid IHG license. A Giata Facts agreement must be concluded with Giata GmbH as a supplement to the IHG Agreement in order for Giata Facts to be used within the license.
3.4 The Customer is not entitled to use the licensed products to research bookings via other Providers. In the event of an obvious discrepancy between research and completed bookings by the Licensee, the Licensor shall be entitled to require the submission of the anonymised booking lists for the period, in which the discrepancy occurred. The Customer undertakes to pay an amount of € 3.00 to the Licensor for any culpable breach of contract due to a booking via other providers to offset the costs incurred. The Customer has the right to provide proof that no damage or less damage has occurred.
4. Term of the Agreement, exceptional right of termination
4.1 The contract begins upon conclusion of this Agreement and runs for a period of 12 months.
4.2 traffics may terminate this contract without notice in particular if the Customer uses traffics’ data in a manner that is in breach of contract.
5. Due diligence on the part of the Customer/confidentiality
5.1 The Customer is obliged to protect the data and data collections on the Licensor’s servers against access by third parties, in particular by
a) observing security measures and not attempting to bypass these measures;
b) not making the personal ID assigned by the Licensor or the hyperlink sent and the assigned password available to third parties, and by taking precautions to ensure that third parties cannot gain access to the personal ID, hyperlink or password; likewise the Customer shall ensure that unauthorised third parties cannot gain access in order to use the traffics booking screen (TBM).
c) not using electronic communication pathways for correspondence with the Licensor about security-related contractual subjects (e.g. user names, passwords, PIN, codes, interfaces);
d) ensuring within the Customer’s sphere of influence that unauthorised persons do not gain access to data or data collections, and by obligating authorised persons to observe these security measures.
5.2 The Customer is not entitled to use the licensed products for data queries using automated query systems (e.g. robots, search machines, etc.) or to allow third parties to make such queries.
5.3 The Customer is liable for any unauthorised use of the licensed data or parts thereof that occurs due to what is at least negligent behaviour. Insofar as the Customer becomes aware that its user data may have been made accessible to third parties, the Customer is obligated to have its user data blocked without delay, and to request new user data from the Licensor.
5.4 The Customer will regularly and thoroughly train its employees in how to use the licensed product.
6. Data processing and protection
6.1 traffics is PCI DSS certified and will follow the principles of proper data processing and monitor its compliance when performing the services. traffics ensures the observance of the security measures as they are required by law in accordance with the contract and for certification. Some of these security measures can be restricted within the administration area by the CUSTOMER at its own risk.
6.2 The customer ensures that it shall immediately replace the password issued to him/her for the administrative area with a secure individual password, and that he/she shall keep that password secret from unauthorised third parties.
7. Inclusion of the General Terms and Conditions
7.1 The Licensor’s Terms and Conditions for Licensed Products are an integral part of this Agreement and are available at www.traffics.de. Insofar as an issue is governed more comprehensively by the GTC than in the aforementioned special agreements, the aforementioned special agreements in this Agreement shall be deemed not to be conclusive in case of doubt. In the event of a conflict, the aforementioned special provision shall take precedence.
7.2 The Licensor is entitled to modify the GTC in accordance with the regulations contained therein. The current GTC can be found at http://www.traffics.de.
8. Tax information
8.1 This Agreement is considered a recurring entry document by the tax office. traffics’ VAT ID number is: DE813502084. The Customer has the aforementioned tax ID number / VAT ID number.
8.2 Should the amounts specified in this Agreement change, the parties will record the exact tax breakdown of the changed amounts in an addendum agreement for the purposes of maintaining records.
9. Notice/consent to data collection and storage
9.1 traffics herewith points out that it collects, processes and stores the Customer’s personal information in data processing systems for the performance of the Agreement. This requires the Customer’s consent pursuant to section 14 BDSG. Without written consent, traffics would not be able to collect and store the data so that the execution of the contract would not be organisationally possible.
9.2 Pursuant to section 14 BDSG, the Customer agrees to allow traffics to collect, process and store the Customer’s personal information in data processing systems to the extent necessary for the execution of the contract.