Terms of Service
for Oaky’s Clients

     

    1. General

    These Terms of Service, which may be amended unilaterally by Oaky from time to time, apply to all our services as defined under the Service Agreement. By concluding the Service Agreement with Oaky, you acknowledge and agree to have read, understood and agreed to the Terms of Service as set out below.

    1. Definitions

    2.1. Oaky: Oaky B.V., having its registered office in (1066 EP) Amsterdam at John M. Keynesplein 12, Kamer L4.4. and registered at the Dutch Chamber of Commerce under registration number 59032936 with VAT number NL853288549B01.

    2.2. Accommodation Provider: Any hotel, hostel, serviced apartment or other similar business that is offering lodging services and ancillary services to their guests.

    2.3. Client: An Accommodation Provider that concludes a Service Agreement with Oaky in order to use the Services.

    2.4. Service Agreement: Any agreement that is concluded between Oaky and the Client under which Oaky will render Services to the Client and that is subject to these Terms of Service.

    2.5. Services: Oaky helps the Client with selling upgrades, packages or deals to its guests, gathering guest experience information and creating business performance statistics by:

    1. a) Creating and granting access to an Online Platform as defined in the Service Agreement;
    2. b) Supplying ancillary services as defined in the Service Agreement

    Oaky does not purchase or supply lodging services or any other services supplied by the Accommodation Provider.

    2.6. Client Account: The Client’s personal account on the Online Platform.

    2.7. Login Details: The details, such as Client name and password, which must be entered to gain access to the Client Account on the Online Platform.

    2.8. Terms of Service: These terms of service.

    2.9. Party: Each party to the Service Agreement, either Oaky or the Client.

    2.10. Online Platform: the applications made available by Oaky to the Client via the Internet.

    2.11. Website: www.Oakyapp.com.

    2.12. Guest: A customer of the Client

    1. Services

    2.1 The Services of Oaky consists of (i) Pre-Stay Services; (ii) Set-up Services; and (iii) Additional Features:

    1. Pre-Stay Services include:

    – Optimised multi-language emails
    – Link to the unique property’s web-application
    – Up-Selling, Room Upgrades & See & Do

    1. Set-up Services include:

    – Building Web-App (Static content delivered in English)
    – Optimised App Content and Email Content (Dynamic content delivered in English)
    – Kick-Off Call and Online Training
    – Pre-populated upselling deals
    – PMS, CM & OTA Connection via (S)FTP/API/Email (Unless otherwise stated under paragraph 2, this does not cover the costs to your provider)

    1. Additional Features include:

    – Room Upgrades
    – Ancillary Services
    – See & Do
    – Optimised and automated multi-language emails
    – Segmentation
    – Online revenue reporting

    1. Applicability

    3.1. The Terms of Service govern the use of the Services and form part of each agreement between Oaky and the Client.

    3.2. Any terms and conditions or exceptions put forward by the Client do not form part of the Agreement, unless Oaky has explicitly accepted them in writing.

    1. Conclusion

    4.1. The Client accepts the offer on the Website or in writing made by Oaky (for one or more of the available packages) by filling in the appropriate electronic form and/or signing the Service Agreement.

    4.2. The Service Agreement is concluded by that acceptance.

    4.3. The offer made by Oaky is not available to natural persons who are not acting in the course of a profession or of a business. Consumers are therefore prohibited from concluding an Agreement with Oaky.

    1. Duration and termination

    5.1. Service Agreements are entered into for one year, with effective date of going live with the web-application of the property, and will automatically be renewed with one year periods, unless terminated in writing by either Party two months prior to the expiry date of the then current term.

    1. Authorized access

    6.1. The authorized Client will receive his Login Details from Oaky, which he must enter to gain access to the Online Platform and his Client Account.

    6.2. The Online Platform may only be used by the authorized Clients, on provision of the Login Details.

    1. Terms of use

    7.1. The Services may not be used by Client in a manner that is contrary to or infringing on the rights of third parties.

    7.2. By using the Services, the Client is not permitted, without the express written consent of Oaky, to create the impression that the Client is a partner of Oaky.

    7.3. If the Client acts in contravention of any provision of these Terms of Service, Oaky is entitled, with immediate effect and without stating reasons:
    a) to refuse, block access to, modify or delete the Client Account;
    b) to suspend the provision of the Services;
    c) to dissolve the Service Agreement;
    d) to claim any damages.
    In such an event, any Fees agreed under the Service Agreement remain payable by the Client to Oaky.

    7.4. Oaky is entitled to use the content that is available in the Client Account for commercial purposes.

    1. Updates

    8.1. Oaky is entitled to modify the software of the Services as the occasion arises for the purposes of improvements to the functionality and the rectification of errors. Because the Services are offered to multiple Clients, it is not possible to omit a modification for a single Client. Oaky is not liable for any loss, damages or other costs incurred as a result of the modification of the Services.

    1. Availability and maintenance

    9.1. Oaky will make every reasonable effort to provide uninterrupted availability of the Services, but does not offer any guarantees thereof, unless otherwise agreed under the Service Agreement.

    9.2. Oaky reserves the right to deactivate the Service temporarily for maintenance, modification or improvement of the Service and the web servers of Oaky. Oaky will attempt to ensure that deactivation of Service causes as little hindrance as possible to the Clients.

    9.3. Under no circumstances will Oaky be liable to pay any compensation for any loss, damage or other costs sustained by the Client due to the Service being deactivated for maintenance purposes.

    1. Security

    10.1. Oaky uses VPS certificates to transmit data and communications on the Website & Dashboard.

    1. Personal details

    11.1. The personal details of the Client are solely processed by Oaky in accordance with the data processing agreement. For general information regards to data privacy, please see our Privacy policy, which can be found on the Website: http://oakyapp.com/privacy-policy/. Notwithstanding anything to the contrary setout in the Service Agreement, Terms of Service and/or Data Processing Agreement., each party shall comply with EU’s General Data Protection Regulations as amended from time to time (“GDPR”).

    11.2 The Client ensures that, to the extent that the Services entail that emails are sent to the data subjects, the content of these emails is of a purely informative character and to the extent that the content is regarded as a direct marketing email, prior appropriate opt-in consent is obtained from the subscribers by the Accommodation Provider and Client ensures that only those subscribers will be sent to Oaky. Client indemnifies Oaky for any claim of a data subject or authorities relating to the obtaining of the prior opt-in consent, and for any other claims from third parties in connection with applicable data protection laws, to the extent permitted by applicable law.

    11.3 The Client ensures that their Privacy Policy or Terms and Conditions properly communicates to its users how Oaky (and other similar services) are being used to process personal data and for which purpose the processing takes place. (For example by means of providing upgrades, bike rental, restaurant reservations, etc).

    1. Helpdesk

    12.1. The Client can report disruptions and ask questions in the manner indicated by Oaky on the Website or call an Oaky representative. Oaky will make every reasonable effort to respond to such questions properly and within a reasonable term.

    1. Prices and payment

    13.1. All prices stated by Oaky shall be exclusive of VAT/GST and other levies imposed by any government.

    13.2 All prices stated by Oaky shall be exclusive of any withholding taxes imposed by any government.

    13.3 Client is responsible to provide Oaky with all information requested for Oaky to comply with its legal and tax obligations, including but not limited to having a valid VAT/GST number.

    13.4. All prices indicated on the Website and in brochures, offers and other materials are subject to typographical errors. No liability will be accepted for typographical errors.

    13.5. In order to use the Services, the Client shall owe Oaky the applicable fee indicated on the website or in the written quotation.

    13.6. Unless expressly agreed otherwise, the Client shall pay in advance for the use of the Services via an (electronic) payment method made available on the Website or following an invoice on paper.

    13.7. The Client consents to receiving electronic invoicing from Oaky.

    13.8. Upon renewal of the Service Agreement, Oaky shall be entitled to increase the prices for the use of the Services by up to 5% above the applicable pricing in the prior term.

    13.9. If the Client has not fulfilled his payment obligations within 30 days from invoice date, Oaky is authorized to suspend all Services or Agreements concluded between the Client and Oaky (temporarily or otherwise). In such an event, any fees agreed under the Service Agreement remain payable by the Client to Oaky.

    13.10. Oaky has the right to immediately terminate the Service Agreement, without prior written notice, in the event that:

    1. a) the Client fails to pay any outstanding invoices within 30 days;
    2. b) the Client becomes insolvent, including but not limited to bankruptcy, moratorium, attachment, liquidation, dissolution, or appointment of an administrator or liquidator.
    3. Liability

    14.1. Oaky may assume that a Client logging onto the Online Platform using the Login Details actually is the Client. After access has been obtained to the Online Platform through Client’s Login Details, the Client bears the full responsibility and risk for all subsequent activities undertaken on the Online Platform (including the Client Account).

    14.2. In the event of any misuse or suspicion of misuse of the Login Details, the Client must notify Oaky immediately, so that the latter can take action.

    14.3. The Client will keep any contact details in his Account up to date and warrants that they are correct. The Client will immediately notify Oaky electronically of any changes in other details (including personal data).

    14.4. Under no circumstances is Oaky liable for any indirect damage sustained by the Client or third parties, including but not limited to consequential damage, loss of data, loss of profit or turnover, or damage as a result of their disclosure, and immaterial damage.

    14.5. The liability of Oaky to the Client, on whatever ground (including failure to comply with a warranty obligation), shall be limited to the subscription fees paid by the Client, up to a maximum of € 500 (five hundred euro) per event, including any GST/VAT, whereby a series of connected events shall be considered a single event.

    14.6. The Client indemnifies Oaky against any and all claims brought by third parties on any ground whatsoever in respect of compensation of damage, costs or interest in connection with the Service Agreement and/or the Services as provided by Oaky to the Client.

    14.7. Any limitations of liability included in these Terms of Service do not apply if and insofar as the damage in question was caused by an intentional act or omission or willful recklessness on the part of Oaky.

    1. Force Majeure

    15.1. Oaky will not be obliged to comply with any obligation towards the Client if it is prevented from doing so as a result of circumstances beyond its control.

    15.2. In the event of such a situation involving Force Majeure – which in any event includes disruptions in the telecommunications infrastructure, Internet, domestic disturbances, mobilization, war, traffic congestion, strikes, lockouts, import and export restrictions, business interruptions, supply delays, fire, flood and breaches by suppliers on whom Oaky is dependent in the performance of an Agreement – the performance of the Agreement may be suspended without that leading to any obligation to pay compensation.

    15.3. If a situation involving Force Majeure prevents compliance for longer than two months, either Party will be entitled to terminate the Agreement immediately without that giving rise to any obligation to pay compensation.

    1. Intellectual property rights

    16.1. Unless stated otherwise, the software required for our services or available at or used by our website and the intellectual property rights (including the copyrights) of the contents and information of and material on our website are owned by Oaky B.V., its suppliers or providers.

    16.2. All intellectual property rights in respect of all the Service software that is made available pursuant to the Services Agreement, including preparatory material, vests exclusively in Oaky or its licensors. The Client shall obtains a non-exclusive, limited and non-transferable right of use under these Terms of Service as explicitly granted hereunder or otherwise for the duration of the Service Agreement. The Client is prohibited from multiplying the Services or other materials in any way, or make any copies thereof.

    16.3. The Client is not permitted to remove or change any marks on the software with respect to copyrights, trademarks, trade names or any other intellectual property rights associated with the software or the Services.

    16.4. Oaky is permitted to take technical measures to protect the Service software. If Oaky has secured the software by technical means, the Client is not permitted to remove or circumvent such security measures.

    1. Confidentiality

    17.1. Parties undertake to maintain strict confidentiality with respect to all information received from the other Party. The Parties shall also impose this obligation on their employees and on third parties engaged in the performance of the agreement between the Parties.

    17.2. Information shall in any event be considered confidential if it is designated by either of the Parties as such, including the (commercial details of the) Service Agreement between Oaky and the Client and all correspondence related thereto.

    1. Amendments

    18.1. Oaky reserves the right to unilaterally amend or supplement these Terms of Service.

    18.2. Amendments will also apply in respect of Service Agreements that have already been concluded. An amendment will not enter into effect until one (1) month after notification of the amendment has been given by electronic notification. Minor amendments may be made at any time and enters into effect immediately.

    18.3. If the Client does not wish to accept an amendment to these Terms of Service, it may terminate the Service Agreement. In such an event, any fees agreed under the Service Agreement remain payable by the Client to Oaky.

    1. Final provisions

    19.1. These Terms of Service and the Service Agreement are governed by Dutch law.

    19.2. Changes in management or legal form of either Party will not affect the Terms of Service or the Service Agreement.

    19.3. All disputes that arise from the Service Agreement or the Terms of Service will be submitted to the competent court in Amsterdam, the Netherlands.

    19.4. Partial nullity: in the event that one or more of the provisions of this Agreement and/or the Terms of Service should be nullified, the remaining provisions of this Agreement and/or the Terms of Service shall remain in full force. In this case, the Parties shall agree on (a) new provision(s) to replace the nullified provisions, having regard to the purpose and purport of the original Agreement and/or Terms of Service as far as possible.

    1. About Oaky

    The web application is rendered by Oaky B.V., incorporated under the laws of the Netherlands and having its offices at John M Keynesplein 12-46, 1066 EP, Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce in Amsterdam under registration number 59032936.

    Oaky has its headquarters in Amsterdam, the Netherlands.