Terms of Sale — Kinko

Preamble

These Terms of Sale (hereinafter the “Terms”) govern all contractual relationships between Dynamic Rate Solutions, a limited liability company under Tunisian law, with its registered office at E3 B05 Immeuble ICC, Centre Urbain Nord, 1082 Tunis, registered under Tax ID No. 1697938W (hereinafter “Kinko”), and any hotel, residence, guesthouse or tourism accommodation establishment (hereinafter the “Establishment”) subscribing to the Kinko platform services.

Any subscription to Kinko services implies full and unreserved acceptance of these Terms, supplemented where applicable by a specific contract or commercial offer.

Article 1 — Purpose

These Terms define the conditions under which Kinko makes available to the Establishment its centralized online reservation management platform, as well as the reciprocal rights and obligations of the parties.

Article 2 — Accuracy of information

The Establishment is solely responsible for the accuracy and legality of the information it provides on the site or via Kinko services. Such information relating to the establishment and its services must comply with applicable law.

Kinko undertakes to faithfully distribute the information provided by the Establishment on connected channels. In the event of a technical error attributable to the platform resulting in incorrect distribution of information, Kinko shall notify the Establishment as soon as possible and correct it within a maximum of 48 hours.

Article 3 — Description of services

Kinko offers the following modules, the exact scope of which is set out in the commercial offer or contract subscribed by the Establishment:

Article 4 — Kinko obligations and service level

Kinko undertakes to use all reasonable technical and human means to ensure the availability and proper functioning of the platform (obligation of means).

In this respect, Kinko undertakes to:

• Inform the Establishment with at least 48 hours’ notice before any planned maintenance likely to affect the service;
• Notify the Establishment within 4 hours of detecting any major incident affecting availability or data integrity;
• Restore the service within a maximum of 48 hours in the event of a critical platform outage;
• Provide responsive technical support by email or phone on business days;
• Inform the Establishment at least 7 days before deploying any major update likely to affect existing integrations.

Article 5 — Intellectual property

Dynamic Rate Solutions retains all rights relating to its services, including trademarks, patents and other intellectual property rights. Making the Kinko platform available to the Establishment does not constitute an assignment or license of these rights beyond the use strictly necessary for performance of the contract.

Article 6 — Financial terms

Article 7 — Confidentiality and personal data protection

Kinko processes the personal data of the Establishment’s customers as a processor, in accordance with Tunisian Organic Law No. 2004-63 on personal data protection. The Establishment remains the data controller and warrants the accuracy of data transmitted to Kinko.

In this respect, Kinko undertakes to:

• Process personal data only for purposes necessary to perform the contract;
• Implement appropriate technical and organizational measures to ensure the security and confidentiality of data;
• Not disclose such data to third parties without the Establishment’s prior authorization, except where required by law;
• Notify the Establishment within 48 hours in the event of a data breach (leak, unauthorized access);
• At the end of the contract, return all of the Establishment’s data in a usable format within 30 days, then permanently delete it upon written request.

Article 8 — Term and termination

The initial term of the commitment (monthly, quarterly, semi-annual or annual) is set out in the specific contract or commercial offer signed with each Establishment, from the date of signature. The commitment is renewable by tacit renewal or by amendment according to the agreed terms.

In the event of a decision not to renew, each party must notify the other in writing at least two (2) months before the expiry date. During this notice period, Kinko undertakes to maintain all services and to facilitate data migration.

In the event of a serious breach of contractual obligations by either party, the injured party shall send a written formal notice (email or registered letter). The defaulting party shall have 15 days from receipt to remedy the breach. Failing that, the contract shall be terminated automatically.

In the event of termination for a breach attributable to Kinko and not remedied within the allotted time, Kinko shall refund to the Establishment the pro rata of unused subscription months, calculated on the amount actually paid — such refund constituting the Establishment’s fixed and final compensation.

In the event of early termination at the Establishment’s initiative without proven breach by Kinko, no subscription refund shall be due.

The contract shall be terminated automatically, without notice or compensation, in the event of judicial liquidation or cessation of business of either party.

Article 9 — Force majeure

Neither party shall be held liable for failure to perform its obligations if such failure results from a force majeure event within the meaning of applicable Tunisian law (natural disaster, pandemic, war, government decision, generalized internet infrastructure outage, etc.).

The party invoking force majeure must notify the other party in writing within 48 hours of its occurrence. If the event persists beyond 30 days, either party may terminate the contract without compensation by simple written notice.

Article 10 — Governing law and jurisdiction

These Terms are governed by applicable Tunisian law. In the event of a dispute relating to their interpretation or performance, the parties undertake to seek an amicable solution within 30 days. Failing amicable settlement, only the courts of Tunis shall have jurisdiction.

Article 11 — Non-exclusivity clause

Neither party may claim any exclusivity right arising from these Terms. Kinko is free to contract with other accommodation establishments, and the Establishment remains free to use other reservation management tools.

Article 12 — No agency / mandate

These Terms may in no event be construed as a mandate given by the Establishment to Dynamic Rate Solutions. Kinko acts as a technology service provider and not as an agent or commercial representative of the Establishment.

Article 13 — Amendment of the Terms

Kinko reserves the right to amend these Terms at any time. Any material change to pricing terms or the scope of services shall be notified in advance with a minimum notice period of 60 days before taking effect for existing customer establishments.

Article 14 — Contact

For any question relating to these Terms, the Establishment may contact Kinko at: [email protected].