This agreement is accepted by the Client completing the credentials and clicking “Log In” when accessing the platform for the first time. By clicking “Log In” the Client acknowledges that it has read and agrees to comply with these terms and conditions.
S.C. One Mineral Dev S.R.L. (hereafter One Mineral), with headquarters at Ovazului 2, 550040, Sibiu, (Romania) and VAT RO37883890 is a Romanian provides a cloud-based software to its customers (“Client”)
with tools to manage inventories of properties. The Client manages or has authority to represent and to buy nights on behalf of its homeowners from accommodation providers. Under this agreement One Mineral will provide the services set forth herein.
“Agreement” means the agreement constituted between One Mineral and the Client comprising these terms and conditions and any applicable Product Schedules.
“Booking Sites” means websites for online travel agents, distribution agents, global distribution services, wholesale travel agents and others, through which a potential hotel guest can view, compare or reserve hotel accommodation and related goods and services.
“Booking” or “Bookings” means a Booking made via the One Mineral Platform for the property under the management or ownership of the Client or a contracting partner of the client being an accommodation provider.
“Content” means the audio and visual information, documents, software, products and services contained or made available to or by the Client in the course of using the Service.
“Client”, “You”, “Yours” “the user” means the company or physical person defined on whose behalf has been lodged and theses terms & conditions has been approved, as well as the Client’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by the Client, parties Client agree to sell or buy from through the platform, their employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by them.
“Client“, “Client”, “You”, “Yours” and “the user” means the person signing this agreement or the company this person represents.
“Guest” is the person / group making the Booking for accommodation of the Client.
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“One Mineral”, “we”, “us, “our” means S.C. One Mineral Dev S.R.L., with headquarters at Ovazului 2, 550040, Sibiu, (Romania) and VAT RO37883890.
“Platform” means the software Service provided by One Mineral aiming to provide tools to facilitate vacation rental management and through which Guests purchase accommodation from accommodation providers.
“Service” or “Services” means any activity carried out by One Mineral for the benefit of the Client.
By using the platform or any services made available by One Mineral, regardless of the type of relationship You have with One Mineral, You accept and agree with these terms and conditions in full, and any additional specific conditions, detailed in other policies present in One mineral’s platform and/or services.
If You disagree with these Terms and Conditions, You should not access the Platform and/or use its functionalities and associated services.
This Agreement constitutes the entire agreement between the Parties and supersedes and terminates all previous agreements, arrangements and understandings, whether written or oral, between the Parties relating to the subject of this Agreement. Both parties agree that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Nothing in this agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting or authorizing either party as the agent of the other party for any purpose whatsoever. Neither of the parties shall have the authority or power to bind the other, or to contract in the name of, or hold itself out as, or create a liability against the other in any way or for any purpose.
Any notice given under this agreement shall be in writing in English and served by email, hand, prepaid recorded or special delivery post or prepaid international recorded airmail. Notices shall be given at the parties’ respective address specified on the front page of this agreement. Any such notice shall be deemed to have been served at the time of delivery. The parties shall notify each other of changes in addresses for service during the duration of this agreement.
If any clause of this agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement which shall remain in full force and effect.
The failure to exercise or delay in exercising a right or remedy under this agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this agreement are cumulative and not exclusive of any rights or remedies provided by law.
We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Services following the effective date of any such amendment may be relied upon by One Mineral as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
SUPPLY OF SERVICES
For the duration of this agreement One Mineral hereby grants the Client a non-exclusive, non-transferable, worldwide, revocable, royalty-free licence to use such One Mineral Intellectual Property as is required to access the Platform, subject to these terms and conditions.
The client may upload properties rates, digital media such as images and text describing accommodation for rent and calendar data describing the nightly availability of each accommodation unit for sale. One Mineral will store such data and distribute it in real time or close to real time to other partners of the Client, authorised by the Client. The Client is responsible for obtaining any and all approvals and permits from relevant parties necessary for One Mineral to store and distribute such data.
The client is exclusively liable for any data input into the Platform or other infrastructure by the Client, a Guest, accommodation provider or other person in relation to the Services provided under this agreement. One Mineral expressly disclaims any liability in respect of any loss or damage suffered or incurred by Client as a result of incorrect data input into the Platform or use of the Services and shall indemnify and hold harmless One Mineral in respect of any loss liability incurred by One Mineral in respect of any such use or access.
By authorising accommodation providers and Guests to access information via the Platform, the Client agrees for all content to be published on their sales platforms. The Client is exclusively liable for obtaining authorisation from accommodation providers, Guests or other users to republish their Content. The Client may not redistribute it for further republication by third parties.
Where One Mineral provides access to any third party software, the Client must enter into an end user license agreement of such third party or other terms imposed by a licensor thereof. The Client shall be exclusively responsible for complying with such end user license agreement.
If and when One Mineral distributes credit card numbers to the Client, One Mineral will do so in accordance with the PCI DSS.
One Mineral or a third party software provider may suspend Services in case of scheduled and unscheduled maintenance or when it handles updates in relation to the One Mineral Platform, the Services or the third party software from time to time. One Mineral will use its reasonable efforts to give You a notice regarding any scheduled maintenance and will use reasonable endeavours to perform all scheduled maintenance at times it deems likely to minimise negative effects for the Client. If One Mineral at its sole discretion deems it necessary to perform unscheduled or urgent maintenance, then One Mineral will use reasonable efforts to provide prior notice to the Client, however the Client accepts that such prior notice may not always be possible.
THIRD PARTY SERVICES
The Client understands that One Mineral uses third party services needed to run the Platform and the services provided and/or promoted.
However if accessing third-party services, the use of third party services is at Your own risk.
Moreover, we may use tools (such as social media tools) to authorize You to link to the Site directly from a third-party site.
Also, the Platform may provide links to sources and websites. You understand that One Mineral is not liable for such external sites or resources.
One Mineral stores the following information: all relevant data pertaining to clients’ properties including descriptive texts, rich media such as photos and videos, prices and availability; personal and company data the client gives One Mineral in the sign up process. All data will be shared only by Client in agreement with third party sites such as agents or property providers by a Client agreement.
Payment for accommodation is under no circumstance the responsibility of One Mineral. One Mineral does not and will not accept payments on behalf of the accommodation provider, a Guest or any other user of the Platform and does and will not provide payment facilities as part of this Agreement.
Disputes between Users regarding payment are the sole business of the Users. One Mineral will not become involved in such disputes.
By accepting these Terms and Conditions You guarantee that You are of legal age, according to Your personal law, and You are able to give consent and be bound with One Mineral’s Terms and Conditions.
You must provide Your full legal name, a valid email address, and any other information needed in order to complete the signup process.
You accept that One Mineral reserves the right to not allow access to the Platform and/or any services related to for any reason at any time.
You accept and declare that One Mineral can update or replace any part of these Terms and Conditions and all additional and specific conditions, as other policies present in here, announced by email, as well as, acknowledge Your responsibility to periodically check the occurrence of any changes.You can review the most current version of the Terms of Service at any time at: [email protected]
We may reject, or require that You modify, any username, password, or any other information previously provided when registering.
Your chosen username and password are for Your only exclusive personal use, and the responsibility of its usage relies on You.
If any unauthorized use or confidentiality breach of Your user name, password and Platform account happens You agree to promptly notify us.
You acknowledge and agree that if You breach or fail to comply with these Terms and Conditions, as determined in the sole discretion of One Mineral, such breach will represent the immediate cessation of Your access to the Platform and/or any other services.
RULES OF CONDUCT
When using the Platform or other services, the Client must comply with all applicable laws and regulations. In addition, You agree not to:
Breach or circumvent any laws, policies or third party rights;
Use the Platform to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights;
Post, transmit, link to, upload, send or store any content that is inaccurate, false, defamatory, unlawful, offensive, threatening, pornographic, obscene, or discriminatory;
Distribute or post spam, unsolicited or bulk mail, junk mail, chain letters, or pyramid schemes or any other form of unsolicited messages;
Distribute viruses , Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”);
Use or launch any robot, spider, scraper or other automated system (i.e., bot) in a manner to harvest or collect information about users without their consent;
Use verbal, physical, written or other forms of abuse with any of our Clients, without discarding One Mineral’s employees and partners;
Copy, change or distribute rights or content from the Platform or other Service;
Use the platform for any benchmarking or competitive purpose or to develop a similar or competitive product.
FEES & PAYMENT TERMS
In consideration of performance of the services by One Mineral, Client shall pay a monthly subscription and fees according to the subscription conditions set forth in “Appendix 1 – Order Form”. The Client shall pay all fees or charges to One Mineral’s account in accordance with the fees, charges, and subscription terms in detail in Appendix 1. One Mineral will invoice the Client each month. Fees that are contingent on Property reservation fees are determined according to the Property reservation fees reported to One Mineral by the Third Party Channel or by You. You are obligated to report accurate, correct and true information.
Client shall reimburse One Mineral’s additional services according to One Mineral’s current price list for such services.
One Mineral is entitled to charge license fees for third party applications, which One Mineral provides access to through the Services, if the licensor providing the applications changes its fees towards One Mineral. All use of such third party applications and software are subject to the terms of the provider thereof and One Mineral will not be liable to any extent further than it itself is held harmless by such third party provider.
Except if and as expressly agreed otherwise, the Client is not entitled to any refunds or reimbursements in connection with Our services or the applicable fees. In any event, the Client is not entitled to a refund for partial use of the Our services, unused features/services of One Mineral or for any time period during which You did not actually use or take advantage of the One Mineral Services.
Fees shall be paid monthly. Reimbursement of specific costs may be invoiced as part of a monthly invoice if One Mineral provider so desires.
The Client shall either wire the stated amounts in the invoice within 14 working days after receipt of the invoice to the account specified in the invoice.
Or if the Client agrees to us, or our third party service providers, storing the Client’s payment card information and charging that payment card on the 1st day of each month (i) a fee for any applicable Services billed on a monthly, yearly or biyearly basis, (ii) any other fees for Services the Client may purchase in addition from us, (iii) any increase in fee pursuant to Late Payment Directive explained on these Terms of Service below, and (iv) any applicable taxes in connection with the Client’s use of the Services. If the payment card the Client provides expires or fails to make the payment and the Client does not provide new payment card information or cancel the Client Account, we may, without liability to the Client, disable the Client Account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services until a new payment card is provided or payment of a due amount is able to be charged.
In the event the Client is late in making payment in full on the due date of any invoiced sum, One Mineral shall be entitled to suspend provision of the Services, provided that fifteen (15) days have passed since a written demand regarding the late payment was sent to the Client. One Mineral may at its sole discretion resume provision of the Services provided the Client has paid all outstanding invoiced sums.
In the event of late payment, One Mineral shall be entitled to interest in accordance with the Late Payment Directive 2011/7/EU (whether or not the provision of the Services is suspended).
The provision above does not entail any limitation on the One Mineral’s right to damages or the remedies due to the Client’s breach of contract.
Fees and subscriptions are chargeable in EUR, but we reserve the right to offer that fees be charged in other currencies. If we do so and You opts to be charged in other currency, You may be subject to additional exchange fees or commissions collected by the Your payment method provider. Exchange rates are determined by a reputable third party provider and converted with the exchange rate applicable at the time the given reservation is made and is rounded up. You will have no plea, claim or demand with respect to the exchange rate used or currency conversion performed.
All fees and subscriptions are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only Romania taxes.
CANCELLATION AND TERMINATION
The Client may cancel Your account at any time by sending us a request by email to [email protected].
Once Your account is canceled all of Your Content will be immediately deleted from the Service. Since deletion of data is final please be sure that You do in fact want to cancel Your account before doing so.
If You cancel the Service in the middle of Your license duration, You will receive one final invoice via email. Once that invoice has been paid You will not be charged again.
One Mineral reserves the right to modify or terminate the One Mineral service for any reason, without notice at any time.
Fraud: Without limiting any other remedies, the One Mineral and third parties may suspend or terminate Your account if we suspect that You (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Platform.
The Client that uses the Platform within a free trial period acknowledges and agrees that the service will, or may, automatically cease to operate at the end of the trial period if the Client has not at that time paid the applicable fees.
During the free trial period, we may terminate our contract with the Client at any time and for any reason by giving notice to the Client.
Without limiting the generality of Guest Payments clause we reserve the right to delete any Content stored by us in relation to an expired trial period, without liability to You.
One Mineral undertakes to make its best efforts to keep its Users’ data confidential and to distribute it only to authorised parties. Clients are requested to keep backups of their own data and in the event of a data loss One Mineral does not guarantee to keep copies of Users’ data. Users are responsible for the accuracy of their own data and for checking the quality of the data they re-publish from other Users. One Mineral makes no warranties about the accuracy or quality of the data supplied by the platform’s Users;
The client undertakes to use the system only for its intended purpose. Software hacking, re-use of our software code, accessing materials which the client have not been authorised to use, and deliberately placing the platform under undue stress and repeatedly harassing other Users via unsolicited email or other means of communication are strictly forbidden.
Subject to the express permissions of this Agreement, each party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement and shall disclose such Confidential Information. (a) solely to the Personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section shall supersede any non-disclosure agreement by and between the Parties that would purport to address the confidentiality and security of Service Data and such agreement shall have no further force or effect with respect to Service Data.
To the extent Service Data constitutes Personal Data, the Client and One Mineral hereby agree that the Client shall be deemed to be the data controller and One Mineral shall be deemed to be the data processor as those terms are understood under the Directive (and any applicable national legislation implementing the Directive). Unless otherwise specifically agreed to by One Mineral, Service Data may be hosted by One Mineral or their respective authorized third-party service providers in the United States, the EEA or other locations around the world. In providing the Services, One Mineral will Process Service Data, including and without limitation, any associated Personal Data pursuant to this Agreement within the European Economic Area (the “EEA”), the United States and in other countries and territories. Under no circumstances will any entity in One Mineral be deemed a data controller with respect to Service Data under the Directive or any relevant law or regulation of any Member State as defined in the Directive.
If the Client principal location is in the EEA, We will ensure, pursuant to Article 25 of the Directive that, to the extent that any Service Data constitutes Personal Data, if Service Data is transferred to a country or territory outside of the EEA (a “non-EEA country”), that such transfer will only take place if: (a) the non-EEA country in question ensures an adequate level of data protection; (b)one of the conditions listed in Article 26(1) of the Directive is satisfied; or (c) the transfer is via the EU-US Privacy Shield or Swiss-US Safe Harbor frameworks.
You agree that One Mineral and the third-party service providers that are utilized by One Mineral to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide the Services, including, without limitation, in response to Your support requests. Any third-party service providers utilized by One Mineral will only be given access to Your Account and Service Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section in this terms; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in the previous paragraph.
In addition to Service Data, We collect certain information (which may include Personal Data) about You, Agents and End-Users as well as Your and their respective devices, computers and use of the Service. This includes, among other things:
Collecting analytics information when You use the Services. In the Services, analytics information may consist of the feature and function of the Service being used, the associated domain name, the username and IP address of Your Agents or End-Users, additional information required to detail the operation of the function, and which parts of a Service are being affected. The analytics information that One Mineral collects may include elements of Service Data related to the function the Agents or End-Users are performing.
Collecting Usage Data which is used to help understand trends in usage of the Services. In addition to collecting and using Usage Data ourselves, One Mineral may share Usage Data with third parties, including Our subscribers, partners and service providers, for various purposes, including to help Us better understand Our subscribers’ needs and improve Our Services. We may also publish Usage Data to provide relevant information about the Services and for purposes of marketing.
If One Mineral has reason to believe that the Client or a User violated any part of this agreement, we may suspend all Services to be provided hereunder with immediate effect without incurring any liability therefore. In cases of such suspension, any funds owed to One Mineral must be settled immediately and one Mineral reserves the right to set off any fees due from deposits made by the User which have been held in trust.
The service here provided is subject to the following conditions:
The Platform, One Mineral software and services and One Mineral Infrastructure are exclusively for Cliets’s use and may only be used as set forth in this agreement;
The Platform must not be used to provide, in whole or in part, any service or functionality which competes with One Mineral products or business;
The content available in our Platform, such as information, articles and materials, which are shared with our Clients, users and respective partners may be protected by copyright, patent, trademark and/or other proprietary rights and laws.
The user agrees not to reproduce, modify, sell, rent, license, distribute or create any other form of work based on, all or any part of the Platform, including any information or materials.
The client, users and third parties, cannot attempt to reverse engineer or obtain the source code of the Platform or other services.
The trademarks on the Platforms are not of our ownership and are the property of their respective owners.
You may not use our trademarks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion.
Unauthorized use of any content, information or material available through the platform and other services is not allowed. Anyone who attempts to do it, shall be subject to civil and legal penalties.
One Mineral may suspend or terminate access to any Products or Services in the event of any breach or suspected breach of this agreement.
REPRESENTATIONS, DISCLAIMERS AND WARRANTIES
Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
We warrant that during an applicable Service(s) Term
this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and
the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty above, Your exclusive remedies are those described in Section 13.2 herein.
Except as specifically set forth in section 17.2, the platform and the services, including all server and network components are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and we expressly disclaim any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that we do not warrant that the services will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software, and no information or advice obtained by You from us or through the services shall create any warranty not expressly stated in this agreement.
LIMITATION OF LIABILITY
Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this agreement, or their affiliates, officers, directors, employees, agents, service providers, suppliers or licensors be liable to the other party or any third party for any lost profits, lost sales or business, lost data, business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, or any other loss or damages incurred by such party or third party in connection with this agreement, the services or consulting services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
Notwithstanding anything to the contrary in this agreement, One Mineral’s aggregate liability to You or any third party arising out of this agreement or otherwise in connection with any subscription to, or use or employment of the services, shall in no event exceed the service charges for such services paid by You during the twelve (12) months prior to the first event or occurrence giving rise to such liability. You acknowledge and agree that the essential purpose of this section 17.2 is to allocate the risks under this agreement between the parties and limit potential liability given the service charges, which would have been substantially higher if we were to assume any further liability other than as set forth herein. We have relied on these limitations in determining whether to provide You the rights to access and use the services provided for in this agreement.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these jurisdictions, One Mineral’s liability will be limited to the greatest extent permitted by law.
Any claims or damages that You may have against One Mineral shall only be enforceable against One Mineral and not any other entity or its officers, directors, representatives or agents.
MODIFICATION OF SERVICE
One Mineral reserves the right to, at its sole discretion, modify the Service at any time, effective upon posting. The Client is responsible for regularly reviewing the Service. Continued use of the Service after any such changes shall constitute Client’s consent to such changes.
ASSIGNMENT OF AGREEMENT
This Agreement may not be assigned by the Client without the prior written approval of One Mineral but may be assigned without the Client’s consent by One Mineral to a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of the Client that results or would result in a direct competitor of One Mineral directly or indirectly owning or controlling 50% or more of the Client shall entitle One Mineral to terminate this agreement with immediate effect without incurring any liability therefore.
TERM OF THE AGREEMENT
This agreement enters into force when the Client clicks the “Log in” button on its first access and may be terminated by either party giving the other party at least thirty (30) days written notice.
Except if and as expressly agreed otherwise, the Client is not entitled to any refunds or reimbursements in connection with the Our services or the applicable fees. In any event, the Client is not entitled to a refund for partial use of the Our services, unused features/services of One Mineral or for any time period during which You did not actually use or take advantage of the One Mineral Services.
GOVERNING LAW & DISPUTE RESOLUTION
You hereby agree that this Agreement and any claim or dispute arising in connection with this Agreement or Your use of the Platform or other services is governed by and shall be construed in accordance with the laws of Romania, without regard to its principles of conflicts of law.
In case of any dispute that cannot be settled amicably, You consent to the exclusive jurisdiction of the courts in Romania, waiving any jurisdictional, venue, or inconvenient forum objections thereto.
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