1. Background
1.1 “Atomize” referred to in these general terms and conditions (the “General Terms”) is Atomize AB, a company limited by shares incorporated in Sweden under company registration number 559074-3596. The “Customer” referred to herein is the company that has ordered Services (as defined below) from Atomize by executing an Atomize Setup Form (as defined below). Atomize, and the Customer are jointly referred to as the “Parties”, and each a “Party”.
1.2 These General Terms shall apply to all Services performed by Atomize for the Customer as of the date of the last signature on the applicable Atomize Setup Form (“Effective Date”). These General Terms constitute an integral part of the Agreement between Atomize and the Customer (the “Agreement”). The Agreement consists of Atomize’s Order Form, which refers to these General Terms and Conditions.
1.3 In case of contradiction between any terms of Atomize Setup Form and these General Terms, the Atomize Setup Form shall govern.
1.4 No exemption, waiver, or modification of the Agreement shall be binding for Atomize unless expressly agreed upon in writing and signed by a duly authorized representative of Any general terms introduced or referred to by the Customer shall only apply if approved by Atomize in writing.
2. Definitions
In this Agreement:
“Atomize Setup Form” shall mean each form covering an order of Services executed by the Customer and Atomize under the terms of this Agreement for any Property.
“Business Day” shall mean a day when banks in Sweden are open for general banking business (other than over the Internet only).
“Central PMS” shall mean the central system where Customer stores all its historical and future booking information, pricing, cancellation, and rate codes.
“Intellectual Property Rights” shall mean patents (including utility models), design patents, design rights (whether or not capable of registration), copyrights, copyright-related rights, moral rights, rights in databases, trademarks, trade secrets, know-how, trade names, rights under marketing law and passing off, topography rights and semiconductor chip rights, and all other intellectual property rights; in all cases whether or not registered or registerable, and applications for any of the foregoing respectively, and all rights to apply for the same, and all rights and forms of protection of a similar nature or having a similar effect to any of these anywhere in the world.
“Module” means a separate product which Atomize is entitled to charge extra for.
“Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly.
“Property” shall mean a physical hotel or lodging establishment managed, operated, owned or controlled by the Customer.
“Price Recommendations” shall mean the result of the Services.
“Services” shall mean Atomize’s software solution and related tools, as set forth in an Atomize Setup Form, which analyze and optimize the Customer’s room revenues by automatically recommending price adjustments at every given moment and every room type through machine learning algorithms.
“Total Revenue” shall mean the total room revenue of all of the Customer’s hotel rooms that are subject to the Services minus any VAT and City Taxes.
“Updates” shall mean any and all updates, flxes, patches, revisions, functional additions, modifications, enhancements, new versions and releases of the System.
3. Services
3.1 The Services are supplied by Atomize’s proprietary artificial intelligence algorithms analyzing relevant data on the Customer’s Central PMS, online booking site and any applicable third-party sources.
3.2 The frequency of the delivery of the Price Recommendations is dependent on which Central PMS the Customer is using.
3.3 Atomize shall perform its Services to the best of its abilities and it is the intention that the Customer’s revenue shall increase by the use of the Services. It is expressly noted that Atomize does not undertake any warranty that the use of the Services will lead to any revenue increase or other anticipated positive results.
3.4. In case you make use of Revenue Insight, provided by Lighthouse (former OTA Insight) – these are the terms that apply for that module specifically: https://www.mylighthouse.com/terms-and-conditions
3.5 Atomize is entitled to charge extra for its modules (Group Pricing Module, Forecasting Module etc) as it is to be seen as separate products.
3.6 PMS migration (change of PMS) entitles Atomize to charge an additional one-time migration fee per property since it requires a new onboarding.
3.7 Any variable charges for API calls from the PMS provider used by the client hotel will be forwarded and added to the fee agreed in the Order Form.
4. Delivery of Price Recommendations
4.1 Atomize shall deliver the Price Recommendations generated from the Services based on the Customer’s choice of delivery as outlined in Clause 4.4.
4.2 With the exception where Atomize doesn’t have enough data to process from the Customer’s Central PMS, mentioned in Clause 5.
4.3 The Customer shall assign the chosen Delivery Method in the Atomize Setup Form but may at all times change the Delivery Method by contacting Atomize support or changing its settings in its Central PMS. The Customer may also choose a combination of the Delivery Methods.
4.4 Atomize has two Delivery Methods for how the Price Recommendations shall be provided to the Customer.
- The Customer receives solely Price Recommendations and Customer is thereafter free to decide whether to implement the Price Recommendation.
- Overwriting of prices in the system where the client manages its prices. Where the customer stores its prices will automatically be overwritten by Atomize’s Price Recommendations, which means that if the Customer has chosen this method, it has given its prior acceptance to the Price Recommendations.
4.5 The Customer is aware that depending on which Central PMS it uses Atomize might not be able to deliver overwriting of prices automatically in the Central PMS. Failure to perform overwriting prices shall never be considered as a material breach of contract.
5. The Customers Obligations
5.1 The Customer undertakes to use its best efforts to provide all information requested in the Atomize Setup Form and notify Atomize if any information is changed during the term of the Agreement. The Customer shall also provide any information requested by Atomize for the performance of the setup.
5.2 The Customer shall give Atomize access to the Customer’s Central PMS and the information therein before Atomize can provide the login credentials.
5.3 The Customer shall activate the Service in its Central PMS in accordance with the given information on the devices that shall be used for the use of the Services. If applicable, the Customer shall instead of activating the Service provide requested information to Atomize so that such activating of the Service can be made by Atomize.
6. Limitation of the Services
The Customer is aware that the Services may be interrupted and delayed due to unforeseen technical issues and during Updates of the Software. Atomize shall at all time provide any information available regarding such interruption.
7. Payment
7.1 The fees to access and use the Atomize Services are set forth in the applicable Atomize Setup Form. Atomize reserves the right to charge €100 for each of the following service change requests - competitor set changes, optimizer weightage changes, price recommendation analysis, rate writing code changes and room code changes.
7.2 Unless otherwise stated in the applicable Atomize Setup Form, Atomize will invoice Customer: (i) Implementation Fees upon the applicable Atomize Setup Form Effective Date; (ii) the initial Annual Subscription Fee, covering the first year of the subscription, upon the applicable Atomize Setup Form Effective Date; and (iii) the Annual Subscription Fee for each subsequent year, including renewal terms, upon the Subscription Start Date (as defined in Section 12).
7.3 It is the Customer’s responsibility to ensure that Atomize at all times has correct and up to date information about the Customer’s billing information. Negligence of providing such information shall be considered a material breach of contract which gives Atomize the right to immediately terminate the Agreement in accordance with Clause 12.2. For information about the credit cards that Atomize accepts, please visit: https://stripe.com/us/payment.
7.4 If the Customer is paying by invoice, payment shall be made within 30 days from the date of the invoice. If the Customer is paying by credit card Atomize will charge the credit card within 30 days from the date of the invoice.
7.5 Payment in due time is of the utmost importance to Atomize for which reason any delayed payment shall be considered a material breach of contract which gives Atomize the right to immediately terminate the Agreement in accordance with Clause 12.2. Upon delayed payment, interest on arrears may be charged in accordance with the Swedish Interest Act (1975:635).
7.6 Payment shall be made in the Customer’s local currency unless agreed otherwise. Atomize manages the currency exchange rate risk.