This Agreement is between Hotel Link Solutions Limited (Hotel Link Solutions) of Unit 702, 7/F, Bangkok Bank Building, No. 18 Bonham Strand West,
Hong Kong, and the Supplier (You).
1.1 Hotel Link Solutions carries a digital marketing solutions business, which includes the following modules, which can be purchased separately or as a whole:
(a) a booking engine, which serves to receive and manage online bookings;
(b) a hotel website, which presents and allows for your product to be booked online;
(c) a booking widget, which can be embedded into your current website to allow your product to be booked online;
(d) a channel management system, which includes the distribution of your product entered into the Hotel Link Solutions extranet and then distributed out to third party systems;
1.2 You are an accommodation provider and wish to partially/completely use the products listed on clause 1.1.
1.3 You have agreed to provide Hotel Link Solutions with Your Inventory and in doing so grant Hotel Link Solutions the rights specified in this Agreement.
2. Definitions and Interpretation
2.1 In this Agreement, unless expressed or implied to the contrary:
|Agreement||means this Agreement.|
|Activation Date||means the date Your Inventory is first published through Hotel Link Solutions to third party websites.|
|Booking Widget||means the widget created by Hotel Link Solutions that is installed on Your website to allow Customers to book Your Inventory online.|
|Commencement Date||means the date that You accept these terms and conditions and complete the Plan.|
|Connected||means a distribution channel that is made active for longer than 24 hours in a particular month.|
|Customer||means anyone who books accommodation using any third party websites that Hotel Link Solutions has distributed your inventory and rates to.|
|Fees||means the Fees identified in clause 6 of this Agreement.|
|Force Majeure Event||means a circumstance beyond the reasonable control of a Party which results in a Party being unable to perform its obligations under this Agreement and includes, but shall not be limited to, acts of God, storm, tempest, earthquakes, floods and any other natural disaster, acts of war, terrorism, riots and strikes.|
|Hotel Website||means the website created by You or Hotel Link Solutions using the Hotel Link Solutions Technology to promote and sell Your Inventory online.|
|Insolvency Event||includes the filing of an application or petition or appointing a liquidator, receiver, administrator or entering into an arrangement seeking relief or protection under applicable bankruptcy laws.|
|Intellectual Property Rights||means any rights identified in clause 7 of this Agreement.|
|Inventory||means the products or accommodation being supplied by You and includes, but is not limited to, rooms in hotels, motels, serviced apartments, bed and breakfasts, backpacker hostels and other accommodation types and shall contain, but is not limited to, your details, rates, rate plans or packages, cancellation policies, amendment policies, property, room features, accommodation descriptions, images, artwork, logo, and promotional material that You offer to the public through Hotel Link Solutions’ Database.|
|Local Partner||means the Hotel Link Solutions representative in your destination.|
|Party||means a Party to this Agreement and includes any reference to Parties.|
|Personal Information||includes information about the parties to this Agreement and any information relating to any Customer.|
|Hotel Link Solutions||means Hotel Link Solutions Limited.|
|Hotel Link Solutions Database||means the electronic storage facility which enables your Inventory to be distributed and published online.|
|Hotel Link Solutions Technology||includes all Hotel Link Solutions products including any subsidiary companies of Hotel Link Solutions and any other company branded product from time to time.|
|Supplier||means You, the owner of accommodation, or the person duly authorised on behalf of the owner, who supplies the Inventory and Your is a reference to You.|
|Third Party Websites||means any website that is updated by the Hotel Link Solutions Technology including, but not limited to, Wotif, whl.travel, Booking.com, Expedia, Travelocity, Orbitz, LateRooms, Agoda, HostelBookers, CentralR, Hotelbeds, Jetstar, iHotelier, HostelsClub.|
2.2 In this Agreement:
(a) headers and underlined phrases are for convenience only and do not affect the interpretation of this Agreement;
(b) a provision of this Agreement will not be interpreted against a Party just because that Party prepared the provision;
(c) a word or expression in the singular includes the plural, and vice versa;
(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
(e) a reference to a Statute includes an amendment or re-enactment to that legislation and includes subordinate legislation in force under it;
(f) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
(g) a reference to a Party to this or any other Agreement includes that Party’s successor and permitted assignee;
(h) a reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing;
(i) a reference to a clause includes a reference to a subclause;
(j) a reference to a person or words denoting a person includes any company, statutory corporation, partnership, joint venture, association, board, government or semi-government agency or authority and that person’s successors and legal personal representative;
(k) the rights, obligations, representations, warranties and indemnities of the Parties are given, undertaken, made or offered (as the case may be) jointly and separately by each of the Parties under this Agreement and each of the rights, obligations, representations, warranties and indemnities of the Parties is to be read accordingly.
3.1 This Agreement commences on the Commencement Date and continues until expiry of the Plan or termination of this Agreement by either Party giving notice to the other pursuant to clause 11.
4. Validation and Provision of Inventory
4.1 After You have submitted Your Inventory to Hotel Link Solutions’ Database, Hotel Link Solutions may contact You and make other enquiries to ensure the validity of Your Inventory. Subject to Hotel Link Solutions’ satisfaction as to the validity of Your details and Inventory, Hotel Link Solutions will activate Your Plan and publish Your Inventory on the Hotel Link Solutions Database.
4.2 If our assistance is required to install the Booking Widget or to connect the Hotel Link Solutions Technology to third party websites selected by You, You agree to provide Hotel Link Solutions with Your applicable usernames and passwords and authorise Hotel Link Solutions to install the Booking Widget on Your behalf.
4.3 If you are unable to provide us with the details required under clause 4.2 within seven (7) days from entering into the Agreement, You grant us authority to contact Your webmaster and any third party websites to obtain Your username and password on Your behalf. Hotel Link Solutions will use the information provided by Your webmaster for the sole purpose of installing the Booking Widget on Your website.
5. Obligations of the Parties
5.1 You must, in addition to any other obligations expressed in this Agreement:
(a) ensure the accuracy of Your Inventory supplied to the Hotel Link Solutions Database so that Hotel Link Solutions can comply with its obligations under this Agreement. If such Inventory is delayed or not accurately provided by You, Hotel Link Solutions’ corresponding obligations may be suspended until the Inventory is properly received;
(b) pay to Local Partner or Hotel Link Solutions the Fees in clause 6 of this Agreement;
(c) provide the best available rates for Inventory supplied to Hotel Link Solutions’ Database;
(d) have sole responsibility for ensuring that the Inventory provided to Hotel Link Solutions’ Database;
(i) is not misleading or deceptive;
(ii) does not infringe the Intellectual Property Rights of any person;
(iii) is not obscene, offensive, defamatory, personally offensive or in any way unsuitable to persons under the age of eighteen (18) years;
(iv) does not comprise and cannot be used for any activity of an illegal, fraudulent or defamatory nature;
(v) otherwise complies with all applicable laws;
(e) honour all bookings made at the rates You provide in the Inventory to the Hotel Link Solutions Database;
(f) re-locate/secure the same standard of accommodation for a Customer at Your expense, where an error or fault occurs as a consequence of You uploading inaccurate Inventory to Hotel Link Solutions’ Database that details the availability of Inventory from Hotel Link Solutions’ Database, when no such availability actually exists at the time of the Customer’s booking;
(g) have sole responsibility for ensuring that Customers comply with Your normal payment terms and conditions;
(h) only use the data or information provided to You by Hotel Link Solutions for the sole purpose of this Agreement;
(i) ensure that the password provided to You by Hotel Link Solutions shall remain confidential and shall not be published, or made available, to any third party;
(j) regularly change Your Hotel Link Solutions password. The password should be changed each time that an employee with knowledge of the password ceases employment with Your business;
(k) grant Hotel Link Solutions permission to make changes to Your Inventory on Hotel Link Solutions’ Database;
(l) provide Hotel Link Solutions with and authorise Hotel Link Solutions to use any of Your usernames and passwords to connect to any third party websites (selected by You) to update Your Inventory;
(m) pay the cost of any relocation or room changes that you make for a Customer who has booked Your Inventory, which you agree will be solely at Your expense and not at the expense of Hotel Link Solutions;
(n) grant Hotel Link Solutions permission to contact Customers that have made bookings via Hotel Link Solutions Technology to confirm any cancellations or amendments, as may be necessary;
(o) conduct Your business from the location at which Your Inventory is published on Hotel Link Solutions’ Database to be eligible to sign-up to the Hotel Link Solutions Plan;
(p) ensure that the Inventory is accurate and updated and be responsible for its integrity, even in cases when the Inventory gets uploaded into the Hotel Link Solutions’ Database by a Hotel Link Solutions’ team member.
5.2 Hotel Link Solutions must, in addition to any other obligations in this Agreement:
(a) distribute Your Inventory to Customers via Hotel Link Solutions’ Database in accordance with the Inventory provided by You, subject to clause 16.1;
(b) grant You access to Hotel Link Solutions’ Database for the express purpose of providing, amending and updating Your Inventory on Hotel Link Solutions’ Database, subject to clauses 16.1 and 16.2;
(c) permit payment for the booking of the Your Inventory by a Customer directly to You on the date the booking is made, pursuant to Your normal payment terms and conditions (where provided by You), unless You have elected for Local Partner or Hotel Link Solutions to collect payment on Your behalf in accordance with clause 6 of this Agreement;
(d) provide the Customer with confirmation of their reservation once a booking has been made and provide the Customer with Your contact details for all post-booking requests, including cancellations and amendments of bookings.
6. Fees and Charges
6.1 You must pay Local Partner or Hotel Link Solutions:
(a) the Fees required to be paid as advised by the Local Partner or Hotel Link Solutions. If a price changes once you have connected you will be notified by e-mail to the e-mail that you provided Hotel Link Solutions.
6.2 We will issue You with an invoice summary every month.
6.3 You are required to notify Hotel Link Solutions of any discrepancies in Hotel Link Solutions’ tax invoice within 7 days from the date of issue of the invoice summary.
6.4 Hotel Link Solutions has the right to suspend Your access to use of the Hotel Link Solutions Technology for failure to make any payment due and payable by You under this Agreement.
6.5 Any dispute between the parties as to the Fees charged will be determined in accordance with clause 13.
6.6 Where you do not pay your invoice within the payment terms, your outstanding debt may be given to our nominated debt collector. You agree to pay all additional costs that are charged by the debt collector in addition to the invoiced amount.
7. Intellectual Property Rights
7.1 The parties acknowledge and agree that no rights or interests in their Intellectual Property Rights are granted by Hotel Link Solutions to You or by You to Hotel Link Solutions under this Agreement.
8.1 In this Agreement, Hotel Link Solutions:
(a) does not warrant that the Hotel Link Solutions Technology will meet all of Your requirements;
(b) does not warrant that the access to Hotel Link Solutionsâ€™ Database or its use will be uninterrupted, virus-free, error free, continuous or fault-free, as the operation of Hotel Link Solutions’ Database may be interfered with by numerous factors beyond Hotel Link Solutions’ control;
(c) except as expressly provided by this Agreement or by law, Hotel Link Solutions makes no further warranty of any kind, whether express or implied.
8.2 In this Agreement, You:
(a) represent and warrant that You are the owner or an agent appointed by the owner who is legally authorised to enter into this Agreement;
(b) represent and warrant that at all times the information provided by You is correct and complies with all applicable laws.
9. Disclaimer and limitation of liability
9.1 Hotel Link Solutions, including its employees, agents and contractors, denies and shall not be held liable to any person, including You, whether a user of Hotel Link Solutions’ Database or not, for:
(a) any error or omission caused, in whole or in part, as a consequence of Your use of Hotel Link Solutions’ Database. This limitation extends to the consequences of any actions taken or omitted to be taken by You in reliance upon all or any part of the content provided to Hotel Link Solutions’ Database; or
(b) any loss (including legal costs and expenses) incurred by You as a result, either directly or indirectly, of any cancellations by Customers of Your Inventory. You will be responsible for imposing and recovering any cancellation fees from the Customer in accordance with Your usual payment terms and conditions.
9.2 Without limiting the foregoing, Hotel Link Solutions will not be liable if:
(a) You experience any interference with Your enjoyment of Hotel Link Solutions Technology resulting from any changes or modifications made or steps taken by any third parties to their software, website or booking systems;
(b) the functions contained in the Hotel Link Solutions Technology and Hotel Link Solutions’ Database do not meet Your requirements;
(c) third party software, website or booking system providers prohibit You (now or at any point in the future and whether by contract or otherwise) to use the Hotel Link Solutions Technology, together with such third party’s software, site or system; or
(d) due to different server and download speeds beyond Hotel Link Solutions’ control, You experience delays in updating Your Inventory in the Hotel Link Solutions Technology or on any third party websites.
9.3 Hotel Link Solutions’ liability for breach of any implied warranty or condition, which is not otherwise excluded by this Agreement, is limited to one or more of the following:
(a) the cost of replacement of Your access to Hotel Link Solutions’ Database; and/or
(b) the cost of repair of Your access to Hotel Link Solutions’ Database; and/or
(c) reimbursement of the Fees paid by You in connection with any such breach.
10.1 You expressly acknowledge that Hotel Link Solutions does not exert control over Your use of Hotel Link Solutions’ Database and You will at all times indemnify and keep Hotel Link Solutions, its officers, employees and agents, indemnified from and against all loss, damage, cost, charge, or expense suffered by Hotel Link Solutions arising from any such claim, demand, suit, action or proceeding by any person, where such loss or liability arose out of or in connection with:
(a) Your use of Hotel Link Solutions’ Database;
(b) any breach by You of Your obligations under this Agreement; and
(c) any claims arising from Your Inventory provided to Hotel Link Solutions’ Database.
10.2 Hotel Link Solutions will indemnify You for any loss or damage to the extent permitted by clause 9.3.
11.1 Subject to this clause 11, this Agreement may be terminated by either Party providing the other Party with thirty (30) days of notice in writing; or
11.2 Hotel Link Solutions may suspend Your access to the Hotel Link Solutions Technology and Hotel Link Solutions’ Database, or terminate the Agreement at any time, by providing written notice to You, including by email, if:
(a) You commit any breach of any of the provisions of this Agreement or perform any wrongful or negligent act or do anything as a result of which Hotel Link Solutions may incur liability to any person; or
(b) You are in jeopardy of suffering an Insolvency Event.
11.3 You may terminate this Agreement at any time by providing written notice to Hotel Link Solutions.
11.4 Your obligations in respect of bookings and in particular, the payment of any Fees to Hotel Link Solutions in accordance with clause 6, incurred prior to any termination of this Agreement, shall survive termination.
11.5 If Hotel Link Solutions suspends Your access to the Hotel Link Solutions Technology and Hotel Link Solutions’ Database, or terminates the Agreement:
(a) Your Booking Widget or Hotel Website will become inactive (so that Customers cannot book accommodation);
(b) You will not be able to use Hotel Link Solutions’ distribution manager to connect to third party sites (where applicable) and You will be solely responsible for and should immediately change Your email address so that You can receive emails direct from those third party websites; and
(c) You will be solely responsible for losses incurred as a result of not receiving emails from third party websites.
12.1 The Parties agree to take all reasonable steps to ensure the integrity and confidentiality of the Personal Information obtained pursuant to this Agreement. In particular, the Parties must:
(a) observe the National Privacy Principles under the relevant local laws, or in the absence of local laws, under the EU Data Protection Directive.
(b) not disclose, use or hold any Personal Information in breach of the Privacy Provisions.
13. Dispute Resolution
13.1 In the event that a dispute shall arise between the Parties, then the Parties agree to use their best endeavours to resolve such dispute within a period of 14 days from the time either Party gives to the other notice in writing of the dispute.
13.2. In the event such dispute shall arise and has not been resolved in accordance with clause 13.1 then, provided that such dispute arises out of or relates to the Agreement or the breach, termination, validity or subject-matter thereof, the parties agree to use their best endeavours to settle the dispute by mediation.
14.1 Hotel Link Solutions may at any time and without Your consent, vary this Agreement, subject to clause 14.2. Any such variations shall be published here.
14.2 No variations to this Agreement will be made in relation to the Fees payable in clause 6.1(a) without the Parties having mutually agreed in writing.
15. Force Majeure
15.1 Hotel Link Solutions is not liable for:
(a) any delay in providing or implementing the Inventory on Hotel Link Solutions’ Database;
(b) any delay in correcting any fault in the access to Hotel Link Solutions’ Database;
(c) any other delay or default in performance under this Agreement if it is caused solely by any event reasonably beyond Hotel Link Solutions’ control, including but not limited to a Force Majeure Event.
16.1 We have test site facilities with the majority of last minute websites. As some third party websites, such as Wotif & Rates to Go, are yet to provide Hotel Link Solutions with a test site facility, Hotel Link Solutions recommends that You:
(a) advise your third party website that You are now using the Hotel Link Solutions Technology to automatically update their third party websites;
(b) request that the third party websites advise You of any future change to their websites that may prevent you from logging into or updating the third party websites via the Hotel Link Solutions Technology.
16.2 Upon notification of changes from the third party websites or any other websites, please notify Hotel Link Solutions so that the Hotel Link Solutions Technology can be updated. Should the third party website or any other website fail to provide the appropriate notification to You, Hotel Link Solutions will not accept liability for any failure of the Hotel Link Solutions Technology.
16.3 In the event that any third party software, website or booking system provider takes or threatens to take any action which results or may result in either:
(a) preventing You (contractually or otherwise) from using the Hotel Link Solutions Technology in connection with such software, website or booking system; or
(b) preventing the Hotel Link Solutions Technology from operating with such third party software, website or booking system otherwise functioning as intended.
You grant Hotel Link Solutions the right to represent You in connection with any negotiations or discussions with such third party provider and to reach any settlement on Your behalf.
17. Hotel Link Solutions Support
17.1 Support and training for Hotel Link Solutions’ Database and the Hotel Link Solutions Technology is offered in English, Portuguese and Vietnamese. Please refer to support.hotellinksolutions.com for Hotel Link Solutions’ current support contact details.