The present General Terms and Conditions for the use of the Internet-based hotel management software of SOPAGO GmbH (“Terms and Conditions”) are valid for all between SOPAGO GmbH, Mönkeburgstr. 14, 31303 Burgdorf, Germany (“SOPAGO”) and hotels and other accommodation enterprises (hereinafter to be referred to as “Customer”); together with SOPAGO “Parties” and in each case individually “Party”) concluded contracts for the provision and operation of the under https://www.sopago.app available Internet-based software platform for the management and retrieval of the services called in the Service Description (Annex 2).
SOPAGO has developed a modular built-up guest experience software. With this software protected in copyright matters in favor of SOPAGO GmbH, it concerns an Internet-based software solution that encloses important functions in the hotel labor organization as described in Service Description (Annex 2). SOPAGO provides this software for the use via Internet as Software-as-a-Service (SaaS) solution. The customer would like to use the hotel management software on a rent basis. The use of the SOPAGO system happens on basis of the undermentioned General Terms and Conditions (hereinafter to be referred to as “Terms and Conditions”).
These terms and conditions shall apply exclusively. Deviating, opposing, or supplementary Terms and Conditions of the Hotel shall solely then and insofar become an integral part of the contract unless SOPAGO has expressly agreed to its applicability in the written form. This approval requirement shall under all circumstances be applicable, e.g., also then, if SOPAGO provides services without reservation by bearing knowledge of the hotel’s general terms and conditions of business. For the inclusion of deviating, opposing, or supplementary conditions, a written contract or the written confirmation of SOPAGO shall prevail.
2.1 The hotel management software developed by SOPAGO is the subject matter of the contract. It is offered in packages that differ in scope and price. The performance obligations are described in the Service Description (Annex 2) and selected by the customer in the order form. This software and the modules described in the performance description are collectively referred to as “Contract Software.”
2.2 A binding order and the conclusion of the contract occur when the customer sends the signed order form to SOPAGO. SOPAGO then accepts the customer’s offer.
2.3 SOPAGO provides the customer with the contract software, as described in the Service Description, for use via the Internet during the contract period. The customer is given technical access to the software hosted on a central cloud infrastructure and can utilize its features as per the contract terms.
2.4 The service point for SOPAGO’s obligations is the router output of the data center used by SOPAGO. The customer’s internet connection, network maintenance, and necessary hardware/software procurement are not part of this contract.
2.5 The contract software is available seven days a week, with operational restrictions from 2:00 am to 6:00 am due to maintenance. The average availability is 99.8% annually during operating hours. Maintenance may also occur during operating hours if unavoidable, and SOPAGO will inform the customer in advance.
2.6 SOPAGO provides user documentation in English in electronic form. This includes guidance for using the software. If SOPAGO provides third-party software without a German user manual, documentation may be offered in other languages.
2.7 SOPAGO offers storage space and ensures data backup using virus scanners and firewalls. However, full protection from harmful data is not guaranteed. If dangerous data poses a threat, SOPAGO may delete the affected data after informing the customer and allowing them to safeguard their information.
2.8 Daily backups are performed during maintenance hours and retained for at least seven working days. SOPAGO secures data against unauthorized access using economically feasible measures. If data loss occurs, the customer must provide the lost data again without charge.
2.9 SOPAGO ensures software maintenance, including diagnostics and fault corrections. Faults are defined as deviations from the agreed specifications. Additional maintenance services may be separately agreed upon for an extra charge.
2.10 The scope of support services depends on the package chosen by the customer, as detailed in the Service Description (Annex 2).
2.11 Free product support is provided via email, with responses to queries within 48 hours, excluding weekends and public holidays.
2.12 SOPAGO does not owe any additional services unless expressly included in the service description. This includes installation, training, custom programming, or other services outside the agreed-upon package.
3.1 SOPAGO grants the customer a paid, non-exclusive, non-transferable, and non-sub-licensable right to use the contract software on SOPAGO’s computer center system during the term of this contract. The software is not transferred or commissioned to the customer. If SOPAGO provides new versions, updates, or upgrades during the contract term, the same usage rights apply. However, SOPAGO is not obligated to deliver new versions, upgrades, or updates unless required for defect remedies or agreed upon in the contract. The customer cannot use the software for purposes outside the contract, use it with unauthorized data, copy, download, or share it with third parties beyond the authorized user group.
3.2 If the customer culpably allows unauthorized third-party use or grants unauthorized rights to a third party, the customer must compensate SOPAGO in an amount equal to double the contractual reimbursement owed. The customer retains the right to prove lesser or no damage. This provision does not limit other rights SOPAGO may have.
3.3 In cases of unauthorized use or granting of rights, the customer must immediately provide SOPAGO with all relevant information for pursuing claims against the unauthorized user. This includes details such as the name, address, and duration of use to prevent further unauthorized usage.
3.4 For operating the contract software, the customer grants SOPAGO the right to use any information provided by the customer or their authorized persons under this contract. SOPAGO is also entitled to maintain backups of this information in a failover data center.
3.5 If third-party protective rights interfere with the contracted service through no fault of SOPAGO, SOPAGO may refuse to provide the affected services. SOPAGO will inform the customer promptly and provide appropriate access to their data. During such interference, the customer is entitled to a proportional reduction in compensation, while other rights or claims of the customer remain unaffected.
4.1 The customer will fulfill all duties necessary for rendering and provision of services according to this contract on time, completely, and properly.
4.2 The customer will appoint a contact person for SOPAGO after the contract is concluded. This person will provide necessary information for implementing the contract and will have decision-making authority. Additional contact persons may also be named, and any changes must be immediately communicated to SOPAGO.
4.3 The customer is solely responsible for ensuring users have an internet connection and appropriate software, hardware, or configurations as described in SOPAGO’s Service Description (Annex 2). Maintenance and operation of these technical requirements are also the customer’s responsibility.
4.4 The customer must protect the assigned access rights and authentication mechanisms from unauthorized third-party access and not transfer them to unauthorized users. If there are indications of misuse or unauthorized access, the customer must inform SOPAGO immediately.
4.5 The customer will provide SOPAGO with information about the individuals authorized to use the contract software.
4.6 The customer must obtain necessary approvals when processing personal data through the contract software and comply with all relevant data protection and statutory regulations.
4.7 The customer will not misuse the contract software, transfer illegal content, or attempt unauthorized access to SOPAGO’s programs or networks.
4.8 The customer must notify SOPAGO immediately about any service errors, describing the issue and circumstances. If SOPAGO determines the defect lies outside its responsibility, SOPAGO may charge the customer for inspection costs.
4.9 The customer must adhere to all applicable laws of the Federal Republic of Germany while using the contract software and is responsible for ensuring data and content provided do not infringe upon third-party rights or legal regulations. SOPAGO will not validate data correctness, virus-free status, or technical processability.
4.10 Clause 2.8 of this contract applies to data protection.
4.11 SOPAGO will release all hotel-related data to the customer in a standard readable format within 30 days after contract termination. A fee specified in the order form applies, with the possibility of adjustment if lower expenses are proven.
4.12 If third parties allege data or content violations, SOPAGO may temporarily or permanently block access and request the customer to rectify the issue or prove legality. Failure to comply may lead to contract termination and expense recovery by SOPAGO. The customer is liable for damages and third-party claims.
4.13 The customer must provide timely and free-of-charge cooperation for relevant measures requested by SOPAGO.
4.14 SOPAGO may temporarily suspend services or terminate the contract immediately if the customer seriously or repeatedly violates contractual obligations. Costs incurred may be charged to the customer, who is also responsible for compensating SOPAGO for damages.
4.15 The customer permits SOPAGO to use its copyrighted or trademarked images and wordmarks for products, advertisements, websites, and self-promotion unless specific deviations are communicated upon delivery.
5.1 The customer will pay the agreed price for using the contract software as specified in the order form. For other services not expressly mentioned in the contract, SOPAGO’s current prices will apply, and these price lists can be requested at any time from SOPAGO.
5.2 The customer is responsible for compensating the use of the contract software under the provided access data, even if used by an unauthorized third party. SOPAGO can claim compensation if it can prove that the customer is responsible for the unauthorized use. The compensation duty also applies if the customer had reasonable suspicion that the access data was compromised and did not inform SOPAGO immediately. However, the customer is not liable for unauthorized use if the customer informed SOPAGO after realizing the access data was leaked.
5.3 The agreed payment is due according to the terms specified in the order form. Other services are due for payment after the service has been provided, and the customer has received the invoice.
5.4 All fees and prices are exclusive of applicable legal sales tax, which will be invoiced separately or regulated through the reverse charge mechanism.
5.5 The customer can only offset payments or withhold payments due to counterclaims if these claims are indisputable or legally established and relate to the same contractual relationship. The customer may not assign their claims under this contract to a third party without prior written consent from SOPAGO.
6.1 If the customer defaults on payment for more than one month, SOPAGO is entitled to block access to the contract software during the payment default. However, the customer is still required to pay the monthly fees and compensation.
6.2 If the customer delays:
6.2.1 Payment for two consecutive months or for a significant portion of the agreed fees/compensation; or
6.2.2 Payment for a period exceeding two months, resulting in a delay of compensation equal to two months’ worth of payments, SOPAGO has the right to terminate the contract without notice and demand compensation equal to the agreed amount up until the regular contract term ends.
6.3 The damage amount can be adjusted if SOPAGO can prove a higher damage or the customer can prove a lower one.
6.4 SOPAGO reserves the right to pursue other claims related to the default in payment.
6.5 If SOPAGO delays the contract software’s readiness for service, liability is governed by Clause 8. The customer may withdraw from the contract only if SOPAGO does not meet the extension period determined by the customer, which must be at least 4 weeks.
7.1 SOPAGO may change the service at any time in a way that is reasonable for the customer. A change is considered reasonable, especially if it becomes necessary for an important reason, such as disruption of service by subcontractors. The core service features and user documentation will still be essentially fulfilled. SOPAGO will notify the customer of the changes at least six weeks in advance, either in writing or via email.
7.2 Regardless of the above, SOPAGO is entitled to change or add to its service offerings or parts of them at any time. SOPAGO will notify the customer of the change or addition at least six weeks before it takes effect, either in writing or via email. The customer can object to the changes within two weeks of receiving the notice, in writing or via email. If the customer does not object, the changes and additions will become an integral part of the contract. SOPAGO will inform the customer of the consequences of not objecting to the changes. If the customer objects in time, SOPAGO can terminate the contract as per the normal procedure.
8.1 Deviations from the agreed services in the performance description are considered defective services, not non-performance. The customer’s warranty rights are governed by this clause 8 and clause 3.6 of these Terms and Conditions (e.g., reduction due to the infringement of third-party protective rights). Claims for defects expire one year after their occurrence, except for compensation claims. SOPAGO is responsible for defects in services as per this contract, unless the issues arise from availability restrictions.
8.2 SOPAGO provides services with adequate care, competence, and in line with customary standards. However, SOPAGO does not guarantee that the services will be completely error-free or without interruptions. The Service Description (Annex 2) outlines the measurable standards and the customer’s rights if these standards are not met.
8.3 If SOPAGO’s services are defective, SOPAGO will, at its discretion, correct the services within a reasonable timeframe after receiving a claim or re-provide the service. SOPAGO’s liability for defects in third-party software used by the customer is limited to the procurement and installation of general updates, upgrades, or service packs.
8.4 If defective performance occurs for reasons within SOPAGO’s control and is not remedied within a reasonable period set by the customer, the customer may reduce the agreed compensation by an appropriate amount. The reduction is limited to the portion of the compensation for the defective service.
8.5 If the reduction under clause 8.4 exceeds the limits set in clause 8.3 for two months within a quarter, the customer may terminate the contract without notice.
8.6 The customer must inform SOPAGO immediately in writing or via email about any defects that occur.
8.7 The customer will assist SOPAGO in remedying the defects to a reasonable extent, free of charge, and will provide all necessary documents, data, etc., that SOPAGO requires for defect analysis and correction.
8.8 Other claims or rights of the customer due to defects in the contractual services are not available, unless SOPAGO is responsible under mandatory legal regulations.
9.1 If the customer is judicially condemned for the contract-compliant use of SOPAGO’s services due to infringement of third-party commercial protective rights or copyrights, SOPAGO will release the customer from these claims under the following conditions:
9.2 Apart from the release obligation in 9.1, SOPAGO is only liable for compensating the customer for the injury of third-party protective rights if SOPAGO is at fault for the infringement.
9.3 The customer’s rights under this clause 9 do not apply if the injury to third-party protective rights is due to the customer:
10.1 SOPAGO is responsible for damages caused by its legal representatives or fulfillment assistants in cases of intent or gross negligence, according to legal regulations. In cases of slight negligence, SOPAGO is only responsible for damages related to injury to life, body, health, or freedom according to legal regulations.
10.2 In the case of slight negligence, SOPAGO is only responsible for breach of essential contractual duties (cardinal duties). In such cases, liability is limited to compensating for the foreseeable and typically arising damage. Cardinal duties include essential services and obligations such as providing and making services available, and carefully handling customer data.
10.3 The liability for a single case of damage according to 10.2 is limited to the amount of compensation paid per contract year. In the first contract year, the annual compensation is calculated based on the offer.
10.4 SOPAGO’s liability for defects existing at the conclusion of the contract, independent of fault (Section 536a BGB), is excluded. Clauses 10.2 and 10.3 still apply.
10.5 SOPAGO’s liability under compelling legal regulations, such as product liability law, remains unchanged.
10.6 Otherwise, SOPAGO’s liability is excluded.
10.7 SOPAGO is released from responsibility for service fulfillment if non-fulfillment is due to circumstances beyond its control (force majeure) after the conclusion of the contract.
11.1 Both parties will comply with the applicable regulations, especially those related to data protection law in Germany. Employees working with the contract are required to maintain data confidentiality, unless already obligated by law.
11.2 The parties will also follow applicable regulations for order data processing and computer center operations, implementing necessary technical and organizational measures to protect personal data as per §9 of the Federal Data Protection Act.
11.3 If the customer collects, processes, or uses personal data, they are responsible for ensuring compliance with applicable laws, particularly data protection regulations. The customer indemnifies SOPAGO against any third-party claims arising from breaches of these laws.
11.4 The customer remains the “owner of the data” in both contractual and data protection law terms (under §11 of the Federal Data Protection Act). SOPAGO has no control over the data and contents stored for the customer, including their legal admissibility. SOPAGO can only process and use data following the customer’s instructions within the scope of the contract and is prohibited from sharing it with third parties without the customer’s written approval. SOPAGO is allowed to process and use the data according to data protection laws during the contract period.
11.5 The customer is not entitled to access the rooms with the contract software or other system components. However, data protection representatives of the customer may request access with prior written notice to ensure compliance with the Order Processing Agreement (Annex 3) and proper handling of personal data within the contract’s scope.
11.6 Both parties will treat all received documents, information, and data as confidential and use them solely for the contract’s realization. They must also impose confidentiality obligations on their employees involved in the contract, as per §5 of the Federal Data Protection Act. These confidentiality obligations extend for an additional two years after the contract ends.
11.7 SOPAGO may subcontract, but must ensure the subcontractor is appropriately bound to the obligations outlined in this agreement.
12.1 If a yearly contract duration (“contract period”) is specified in the order form, either party can terminate the contract with a two-month notice before the end of the contract period. If the contract is not terminated by this date, it will automatically renew for another year (“prolongation period”) and can be terminated with two months’ notice before the end of the prolongation period. This renewal will continue until the contract is terminated. If no contract period is specified (monthly contract duration), either party can terminate the contract at the end of any month.
12.2 The right to terminate for an important reason remains valid. An important reason for termination includes:
12.3 All contract terminations must be made in writing to be valid.
12.4 Upon the termination of the contract for any reason, both parties must unwind the contractual relationship properly. After the contract ends, the customer will no longer have access to the contract software and its contents. SOPAGO will, at the customer’s written request and against payment, provide the customer’s data in the current file format on a mobile data carrier or available for download. This does not include data that is not exclusively owned by the customer. SOPAGO will also immediately delete the customer’s data after the successful transfer is confirmed and destroy all copies.
13.1 SOPAGO is released from responsibility for non-fulfillment of the service under the contract if the failure is due to the occurrence of circumstances of force majeure after the contract has been concluded.
13.2 Circumstances of force majeure include, but are not limited to, wars, strikes, riots, expropriation, storms, floods, other natural disasters, and any events beyond SOPAGO’s control (such as water ingress, power failures, or interruptions/damage to data transmission lines).
13.3 Each party must immediately inform the other party in writing if a force majeure event occurs, and similarly notify the other party when the force majeure event no longer exists.
14.1 Any changes, additions, or clarifications to these contract terms, as well as special assurances, guarantees, or agreements, must be made in writing. Guarantees are only considered as legal guarantees if explicitly referred to as such.
14.2 The rights and duties under this contract can only be transferred with the prior written approval of the other party.
14.3 The parties agree that the laws of the Federal Republic of Germany will apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), for all legal relations arising from this contractual relationship.
14.4 The exclusive legal venue for any disputes arising directly or indirectly from the contractual relationship between the parties is Berlin, Germany.
14.5 If any provision of this contract is or becomes invalid, the remaining provisions of the contract will remain unaffected. The parties are obligated to replace the invalid provision with one that most closely matches the economic intent of the original provision, provided it does not result in a fundamental change to the contract’s content. This also applies if there are any gaps in the contract’s terms.
15.1 The integral parts of the contract regarding the use of SOPAGO AG’s internet-based hotel management software include:
15.2 In the case of contradictions between the provisions in the integral parts of the contract, the provisions in the listed integral parts shall prevail in the order presented above.
