Terms and Conditions

APPENDIX 1. GENERAL PROVISIONS

Definitions

“User” – User of the System.
“The system” – The technical solution which enables the Customer to market, package and sell its offerings. The system may consist of one or more products, as well as modules specified in the appendix, TECHNICAL SPECIFICATION, THE SYSTEM’S MODULES.
“Citybreak” – The product in Visit’s product suite which is a Central Reservation System (CRS) that can sell multiple product categories. Citybreak consists of features such as online booking, back-office booking, financial settlement and packaging (see also the appendix, TECHNICAL SPECIFICATION, THE SYSTEM’S MODULES).
“iTicket” – The product in Visit’s product suite that is a business system for tickets, activities and tour-based customers. iTicket consists of features such as product administration, distribution, Point-of-Sales (POS), ticket and access control (see also the appendix, TECHNICAL SPECIFICATION, THE SYSTEM’S MODULES).
“BookVisit” – The product in Visit’s product suite that is an operating system for residential facilities, focussing on integration and distribution. BookVisit consists of the following features; product administration, integration hubs for PMS systems and distribution (see also the appendix, TECHNICAL SPECIFICATION, THE SYSTEM’S MODULES).
“WebX” – The product in Visit’s product suite that is a Content Management System (CMS). The WebX solution consists of features such as integration with Visit’s other products (see above), website searching (Visit Search) and content administration (see also the appendix, TECHNICAL SPECIFICATION, THE SYSTEM’S MODULES).
“Own System” – All technical equipment such as software and hardware for which the Customer is responsible and internet connection with the Customer.
“Competing Systems” – Other packaging and/or booking systems with which Visit does not cooperate.
“External Systems” – Systems that are not part of the System, Proprietary Systems or Competing Systems. Examples of External Systems are hotel chains’ central reservation systems, Property Management Systems (PMS) for hotels, Global Distribution Systems (GDS), switches, event booking systems, train and ferry booking systems such as SJ’s “Petra” Carus and Hogia Ferry Systems, financial systems and systems for automated ticket printing.
“Internal Users” – The Customer’s employees (or employees of another company in the same group as the Customer) or the Customer’s own points of sale.
“External Users” – Users at the Customer’s resellers and Suppliers. External Users also include the end customers who search for and book the Customer’s product offering via, for example, the Customer’s website.
“Customer Content” – The information that the Customer enters into the System or that is entered on behalf of the Customer, e.g. images and texts that describe the Customer’s product offering and destinations.
“Supplier” – The supplier whose goods, services or other product offerings is included in the Customer content.

Visit’s obligations

Visit undertakes to provide, during the term of agreement, the System and the operation of the System with the functionality in accordance with the terms and conditions specified in the main agreement. Visit must fulfil its commitments with suitable, qualified and competent personnel. The commitments must be carried out in a professional manner. The system is intended to be in operation 24 hours a day, with the exception of planned service windows, which are normally performed at night, CET/CEST. Visit is responsible for notifying the Customer in writing of planned service windows one week in advance.

Visit shall provide instructions regarding the System in accordance with item 5.2 to the Customer so that the Customer can make the necessary preparations to be able to use the System. Visit shall also provide access codes to the System for the Customer’s authorized administrators.

Visit shall provide new versions of the System free of charge. Unique customer adaptations or requests that do not comply with the System’s road map shall be regulated in accordance with appendix, PRICE.

The parties agree that the System shall be Commissioned with the modules and the functionality stated in the appendix “Technical Specification, the System’s Modules” if no other agreement is reached between the Parties during the project. Acceptance testing must take place over a period of 14 working days, unless otherwise stated in the schedule (Acceptance period). The acceptance test must be recorded in the minutes.

After the delivery by Visit and before the System is Commissioned, the Customer must carry out an acceptance test of the System and approve the delivery in writing.

The system shall be considered Commissioned on Actual Approval Date. The Actual Approval Date must fall on the day:

The system is approved by the Customer; or
At the end of the acceptance period, if the Customer has not made any justified comments; or
At the end of the acceptance period, if the System does not meet the technical specification, but such deficiencies are due to circumstances beyond Visit’s control, such as errors or delays caused by third party interfaces or software, or circumstances related to the Customer’s side;
The system does, in Visit’s opinion, after remedying the comments during the Acceptance Test, meet the technical specification;
The system is Commissioned for the Customer without conducting an acceptance test or before the end of the Acceptance Period; or
The Customer uses the System after the end of the Acceptance Period.

Deviations from the technical specification, which do not materially affect the intended use of the System, shall not affect the determination of the Actual Approval Date.

New functionality specifically developed for the Customer according to a written order shall be invoiced according to the appendix, PRICE, or by special agreement.

Visit shall have the right to use the Customer as a customer reference on all quotations/tenders submitted regarding the System.

Development and accessibility

During the agreement period, Visit must continuously develop and improve the System. This development work shall be carried out on the basis of a dialogue between the contracting parties where the Customer’s active participation will be important for the development of the System.

For clarification, it is stated that Visit is responsible for ensuring that the System’s availability, performance, response times and/or functionality are not negatively affected by the Customer’s expected traffic or transaction volume.

Visit may suspend the Customer’s access to the System in connection with service windows in accordance with 2.1. Visit also has the right to suspend the Customer’s access to the System if:

a) Visit is obliged to suspend the Customer’s access to the System in accordance with a legally valid judgement or the decision of a court or authority;
b) The Customer has, according to a legally valid judgement or the decision of a court or arbitration board, materially breached the agreement;
c) There is an acute, specific and serious malfunction, a security threat, an ongoing attack; or
d) It is reasonably required to prevent unauthorized access to, or dissemination of, the Customer’s data (or another customer’s data); or
e) The Customer repeatedly fails to fulfil its obligations under the agreement, for example, by not paying its invoices on time.

In the event of a suspension in accordance with items c) or d) above, the Customer shall be informed immediately and kept continuously updated. The suspension shall be as limited as much as possible (both in scope and in time) in order to minimize the impact on the Customer’s operations.

The Customer’s obligations

Authorisation

The Customer must ensure that only those who have been authorized to use the System (according to item 7) may use the System in the Customer’s current and future operations. The Customer is responsible for ensuring that the Users receive the information and training on the System.

Technical equipment

It is the Customer’s responsibility to implement agreed measures in order to be able to use the System. The Customer is obliged to ensure that any hardware and software required for the use of the System is available.

The Customer is responsible for ensuring that its Own Systems do not affect the Customer’s use of the System and is aware that changes to its Own System may mean that the System cannot be used.

The Customer undertakes to adhere to its Own Systems during the agreement period. However, the Customer shall decide itself which of its Own Systems the Customer wishes to use from time to time.

Implementation

During the implementation, the Customer is obliged to set aside competent and qualified staff who are authorised to make decisions to manage the project in collaboration with Visit’s project manager.

The Customer is responsible for collaborating with Visit’s project manager and for performing tasks that are necessary to complete the project. The tasks must be performed within the deadlines, which is a prerequisite for the project plan being followed in other respects. This information may, for example, be intended to prepare lists of suppliers and product offerings, create content for own and external product offerings, establish supplier agreements, provide accounting information/chart of accounts.

If the Customer fails to fulfil its obligations according to 4.3, Visit may request that the Customer appoint a more senior project manager.

Other

The Customer must work actively to provide a bookable product offering within the framework of the System in accordance with the Sales plan established by the Customer from time to time. The Customer is responsible for ensuring, among other things, the correctness of product offerings, the correctness of object descriptions, and prices, content, booking conditions, bills of exchange (PSP), ensuring the correctness of accounting, accounts receivable and all types of booking-related issues.

The Customer is not entitled to make changes to the System in addition to changes in Customer Content.

Training

During the commissioning of the System and its various versions, Visit shall offer training to the Customer’s staff. The agreed scope of the training provided to the Customer can be found in the appendix, PRICE. People who will participate in the training will receive the “competence and authorization” to use and administer the System and to train the Customer’s staff and Users of the System. The Customer is responsible for ensuring that personnel who use the System, as well as the Customer’s legitimate Users, have participated in the required training.

The customer is entitled to assign persons, authorized according to the above, usernames and passwords created by the System above. It is the responsibility of the Customer and any person declared competent to ensure that usernames and passwords are not disseminated, designed or modified such that unauthorized persons can access the System.

Visit provides general manuals for the System which the Customer can use in internal training of the Customer’s Users. The Customer is responsible for ensuring that the Customer’s Users familiarise themselves with the manuals. The manual must be available in English.

If the Customer wishes to receive further training, this must be specifically agreed by the Parties.

Quality assurance, rights and more

Quality assurance

The Customer must ensure the quality of the Customer Content. This means that the Customer controls, administers and is responsible for the Customer Content such as editorial material, images, texts, prices, Users and the offering.

Legality

The Customer is responsible for ensuring that the Customer Content complies with, among other things, but not exclusively with, prevailing market legislation, travel legislation and legislation on personal data.

The Customer is solely responsible for the commercial relationships or obligations that the Customer assumes in relation to third parties (e.g. but not exclusively Users or Suppliers and Copyright Holders) through the Customer’s use of the System. Visit is in no way responsible for such commercial relationships or obligations.

The Customer is responsible for the fulfilment of commitments, obligations, and other responsibilities which have arisen via the System. It is the Customer’s responsibility, and in no way Visit’s responsibility, to assess the supply and commercial contacts the Customer can reach via the System.

Rights

In the relationship between Visit and the Customer, the Customer shall enjoy all and exclusive rights to the Customer Content and the data processed in the System on behalf of the Customer, as well as the results of processing the data in the System. Visit has at its disposal, and may only use, data and results (including metadata) to the extent necessary for Visit to be able to fulfil its obligations under the agreement. Visit owns all rights to the System. Visit further guarantees that the Customer shall not need to acquire any third-party licenses (with the exception of its Own Systems and External Systems) in order to use the System in an agreed manner and to the extent to which the Customer refers.

Infringement

Visit guarantees that the System and its use in accordance with this Agreement will not infringe upon the rights of others. Visit undertakes to defend the Customer at its own expense if claims are made or an action is brought against the Customer for infringement due to the use of the System in Sweden and other agreed countries.

Visit further undertakes to compensate the Customer for any direct costs and damages accrued by the Customer, such as damages that the Customer may be obliged to pay through settlement or judgement. The above only applies if the Customer notifies, within a reasonable time/as soon as possible, but no later than within fourteen (14) days, Visit of claims made or actions brought, provided that Visit alone may decide on the defence against such action and negotiate a settlement or conciliation. Upon request, the Customer must be afforded full transparency in the defence.

If an infringement is found to exist or if, in Visit’s own assessment, it is probable that an infringement exists, Visit shall at its own expense either assure the Customer’s right to continue using the System, or replace the System with another corresponding solution, the use of which does not involve infringement, or change the System so that the infringement does not exist. Visit is not liable to the Customer for infringement claims based on the System being used together with another product, module, third-party software or other solution that has not been approved by Visit.

Responsibility for third party software

7.1 The Customer is entirely responsible for ensuring that its own or its suppliers’ product offering is correctly configured and has the correct settings in the System. The Customer shall be held liable for any damages, losses, receivables or costs that arise as a result of the incorrect installation of third-party software.

7.2 In the event of a malfunction or poor quality of integrations with third-party software, Visit is only responsible for checking and rectifying any errors caused by Visit’s products or modules. If the error is not caused by Visit’s products or modules, Visit can invoice the Customer for such services at the standard prices that apply at the time of the support.

Security and the processing of data

The parties agree that the Customer’s use of the System and/or the services provided by Visit under the agreement will result in Visit processing personal data for which the Customer is the personal data controller. The parties have therefore entered into a personal data processing agreement in accordance with the appendix, Processing Agreement (GDPR).

Visit must otherwise implement the appropriate and necessary protection and security measures to protect the System against unauthorized intrusion, sabotage, viruses, overload and other attacks. These measures must always at least correspond to best industry practice for the operation of applications regarding business-critical solutions.

Visit is responsible for continuously and at least once a day backing up the Customer Content and other data processed in the System to Visit’s Storage Area Network (SAN) and to continuously perform restore tests and report the status of the tests to the Customer. All Customer Content and other data processed in the System shall also be copied once a day to the System’s test environment, also on a SAN, overwriting the previous day’s data.

Forwarding via External Systems

In cases where the Customer, together with its Suppliers, wants the Supplier’s availability and prices to be communicated by the Supplier through External System to the System, the following shall apply:

When the Customer has taken the initiative for making contact, the Customer and Visit shall jointly negotiate with the External System about fees and costs associated with the functionality in cases where fees and costs are not defined in advance between the parties.
Visit is a contracting party to the External System regarding the technical integration.
The Customer agrees with its Suppliers. If a specific agreement between External System and the Supplier is required, this must be drawn up in consultation between the Customer, the Supplier and External System.
In cases where External System charges a party other than the Supplier for the provided functionality and distribution, this cost shall be incurred, including any administration fee by the Customer, unless otherwise agreed between Visit and the Customer. Such costs must not affect the Fee-Based Turnover.
Fixed connection fees or integration work to connect the System to External System shall be borne by the Customer unless otherwise agreed by the Customer and Visit. See the list of integrations agreed by the Customer and Visit in the appendix, PRICE, as well as information on functionality in the appendix, CONNECTOR.

Error/defect liability, availability and limitation of liability

If there is an error or defect in the System for which Visit is responsible and which affects the Customer’s accessibility to the System, Visit shall remedy the error or defect.

Visit’s liability in accordance with 10.1 above does not include:

a) Errors or deficiencies that are not relevant to the intended use of the System.
b) Errors or defects caused by the Customer’s use of the System together with equipment other than that which has been agreed, or by the Customer using the System in any way other than that which is stated in this agreement.

Visit’s liability for damage only includes, except in cases of intentional or gross negligence, compensation for direct damages (indirect damages, loss of profits, damages incurred by third parties, or other consequential damages are not included). The maximum aggregate liability of Visit under this Agreement shall be limited to an amount corresponding to the total fees paid by the Customer during the [twelve (12)] months period preceding the event giving rise to the claim.

The Customer may only impose penalties pursuant to this items if the Customer has notified Visit in writing no later than fourteen (14) months after the Customer noticed or should have noticed the reason for the claim. To the extent that the agreement specifies a specific penalty, such a specified penalty shall not be considered an exclusive sanction.

Early termination

Both parties have the right to terminate the agreement immediately if the other party breaches its obligations under the agreement and does not implement full correction within thirty (30) days after written notice.

Each party has the right to terminate the agreement immediately if the other party goes bankrupt, enters into composition negotiations, enters into liquidation, fails to duly settle an accepted exchange or other non-disputed relationship, or may otherwise be presumed to have become insolvent.

If the Customer is delayed in paying the undisputed amount more than thirty (30) days after Visit has requested the Customer pay the amount due in writing, Visit may terminate the agreement with three (3) months’ written notice.

The Customer has the right, without giving a reason, to terminate the agreement with a 12-month notice period. If the Customer exercises this right to early termination, the Customer must reimburse Visit for work performed, any necessary and unavoidable costs, and any direct and documented adjustment costs that the early termination entails for Visit. In the event of termination without reason in accordance with this item, the Customer shall pay an amount corresponding to six (6) months of transaction fees (calculated on the basis of the average transaction fee received by Visit per month under the agreement).

If serious errors occur in the System’s function, or in the event of repeated deviations from the guaranteed availability in accordance with item 3 and the Customer’s operations due to these errors or deviations are seriously damaged or affected to a significant extent, while Visit has not rectified the error or rectifies the availability deviations within a reasonable time, the Customer has the right to terminate the agreement with immediate effect in accordance with the agreement and does not implement full correction measures within thirty (30) days after written notice.

The Parties’ obligations regarding confidentiality under this agreement shall apply even after the termination of the agreement.

Activities upon termination of the agreement

Upon termination of the agreement (regardless of reason), Visit shall, at the Customer’s request:

Strive to ensure that the Customer’s use of the System can be terminated without disruption to the Customer’s operations, and planned relocation to a replacement service/system.
Cooperate with the Customer (and a third party appointed by the Customer) to the extent reasonably required for the termination of the Customer’s use of the System and transfer to a replacement service/system.

Visit’s commitments under this item must include:

The return of the Customer’s documentation, materials, transaction documents and all confidential information that has been submitted to Visit during the contract period;
The disclosure of data in a format designated and generally accepted by the Customer; and
The answering of questions and/or participation in workshops or other activities for transferring knowledge to the Customer or a replacement supplier.

Upon termination of the Customer’s use of the System, the Customer may request an extension of one (1) or two (2) quarters to the agreement (in whole or in part). The request for an extension must be received by Visit no later than two (2) months before the original end date of the agreement. During the extension according to this paragraph, the same terms and prices shall apply as during the original agreement period. If the Customer breaches the agreement by, for example, not paying invoices on time, Visit has the right to close the System with immediate effect.

Visit is entitled to payment for decommissioning support in accordance with this item pursuant to the hourly fees specified in appendix, PRICE.

Confidentiality

The Parties undertake to observe confidentiality regarding the origin and content of this agreement during and after the validity period of this agreement. The Customer has the right, notwithstanding this clause, to inform Suppliers and other partners that the agreement has been entered into and about its consequences for such third parties’ existing cooperation with the Customer.

The Parties undertake to observe confidentiality regarding all confidential information received by the Parties in connection with the cooperation during and after this Agreement’s validity period.

Confidential information refers to all information that is described by the Parties as confidential, as well as such information that relates to the Parties’ activities, business, customers, product offering, development, trade secrets, know-how, etc. Particularly such information regarding the System and which can reasonably be described as confidential by the Parties.

However, Confidential Information does not include information that:

Is generally known or generally available to the public through no fault of the undersigned;
The undersigned can prove that the undersigned was aware of before the information was obtained;
Is independently developed by the undersigned without the use of Confidential Information; or
The undersigned rightfully received from third parties who had the right to transfer or disseminate the information.

Force Majeure

If a party is prevented from fulfilling its obligations under this Agreement by a circumstance which the party could not control, hinder or prevent by taking appropriate protective and safety measures, such as but not limited to:

Natural disaster, fire, flood, accident, war, pandemics.
Strike (not one’s own), lightning strike, labour dispute (not one’s own).
Spamming or hacker attack (which could not have been prevented by implementing security measures according to item 8.2).
Mobilization or large-scale military conscription.
Transport restrictions, general shortages of transport, goods.
Errors or delays in the service of subcontractors due to circumstances specified here.

These shall constitute grounds for exemption leading to the postponement of the delivery and exemption from damages and other possible penalties, provided that a party that is unable to comply immediately notifies the other party. If the fulfilment of the Parties’ obligations under this Agreement has been delayed for a period longer than three (3) months due to a particular circumstance mentioned above, each party shall be entitled to withdraw from the Agreement without obligation to pay compensation.

Disputes

This Agreement shall be interpreted and applied in accordance with Swedish law, with the exception of its choice of law rules. Disputes concerning the validity of this agreement, its origin, interpretation or application, and any other dispute arising from a legal relationship based on the agreement shall be definitively settled through arbitration in accordance with the West Swedish Chamber of Commerce’s Arbitration Institute’s rules for mediation and arbitration. The dispute shall be settled by an arbitrator.

The arbitration shall take place in Gothenburg.

Information, written and oral, which constitutes a basis, decision or judgement in the dispute shall constitute confidential information.

Transfer of the agreement or parts thereof

The Parties may not transfer their rights and obligations under this agreement to a third party without the consent of the other party. However, Visit shall be entitled to transfer, with the Customer’s consent, its rights and obligations under this agreement to another company within the Group or to a group of companies in which Visit is included when the agreement was entered into or may be subsequently included in.

Visit is also entitled to transfer, without the Customer’s consent, the right to receive payment under this Agreement. Visit is entitled to compensation for the time required to carry out the transfer in accordance with this item. Visit shall charge the Customer for time spent on transfers in accordance with the appendix, Price.

Terms & Conditions