GRANT OF LICENCE
HotelsCombined Pty Ltd a company incorporated under the laws of Australia ("HotelsCombined," "We" or "Our") provides accommodation software and related services ("HotelsCombined Software") to You subject to these Terms And Conditions.
By accepting these Terms, or by accessing or using the HotelsCombined Software, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering with the HotelsCombined Software is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms "You," "Your" or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the HotelsCombined Software.
You acknowledge that these Terms constitute a contract between You and HotelsCombined, even though it is electronic and is not physically signed by You and HotelsCombined, and that these Terms govern Your use of the HotelsCombined Software and supersede any prior agreements in relation to HotelsCombined Software between You and HotelsCombined.
DESCRIPTION OF HOTELSCOMBINED SOFTWARE
The HotelsCombined Software includes the systems and the related support services operated from Revato.com domain and website. Any new features added to or augmenting the HotelsCombined Software and related services are also subject to these Terms.
Upon signing up you will choose a username and password to access the HotelsCombined Software.
All users who access the HotelsCombined Software service do so with User account(s) which are created upon signup. You are responsible for maintaining the confidentiality of your user account information and your password. You agree to accept responsibility for all activities and changes to data that occur under your user account(s) or password(s). HotelsCombined will not be held accountable for changes made by any user accessing the HotelsCombined Software with your unique user name and password.
You are solely responsible for the accuracy and currency of the Data entered into the HotelsCombined Software under Your user account. You agree to indemnify HotelsCombined, its related companies, officers, employees and its suppliers against liability or loss arising from, and cost incurred in connection with any data entered into the HotelsCombined Software under your account.
SCHEDULED SYSTEM INTERRUPTION
HotelsCombined may make changes to the HotelsCombined Software from time to time. Should changes be made to any component of the system that could affect Your operation of the system You will be notified more than 48 hours in advance of such change.
To apply upgrades and other changes to the System Software the HotelsCombined Software may be made temporarily unavailable. To minimize impact to your usage of the system, HotelsCombined will attempt to make any outages as short as possible and at a time of day where system usage is at its minimum.
DISCLAIMER OF WARRANTIES
HotelsCombined, its related companies, officers, employees and its suppliers provide the HotelsCombined Software and related services "as is" and without any warranty or condition, express, implied or statutory to the maximum extent permitted by law. HotelsCombined, its related companies, officers, employees and its suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the maximum extent permitted by law. We do not guarantee continuous, uninterrupted access to HotelsCombined Software and related services, and operation of the HotelsCombined Software and our website(s) may be interfered with by numerous factors outside of our control.
INTELLECTUAL PROPERTY RIGHTS AND INFORMATION
You acknowledge and agree that HotelsCombined owns all right, title and interests in and to the HotelsCombined Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the HotelsCombined Software), the accompanying documentation and printed materials, and any copies of the HotelsCombined Software. HotelsCombined does not grant You any right, title or interest in or to the HotelsCombined Software.
The URLs representing the HotelsCombined website(s), "HotelsCombined", "Revato" and all related logos of our products and services described in our website(s) are either subject to copyright, trademark or existing registered trademark ownership by HotelsCombined and may not be copied, imitated or used, in whole or in part, without the prior written permission of HotelsCombined.
LIMITATION OF LIABILITY.
No Consequential Damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with this agreement or the service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
Force Majeure And Third Parties. You agree that HotelsCombined is not liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any government authority, war, sabotage, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of Services.
Limits On Monetary Damages. Notwithstanding anything to the contrary in these terms, HotelsCombined’s (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these terms during any calendar year for claims made by you or any third party arising from our service, shall be limited to the lesser of (i) actual damages incurred, or (ii) payments made by you for the service during the twelve (12) months preceding the claim. The parties acknowledge and agree that the essential purpose of this clause is to allocate the risks under these terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if HotelsCombined were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into this agreement.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
Either party may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements accepted by both parties). We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of such changes and direct You to the latest version.
INDEMNITIES AND RELEASES
You agree to indemnify and keep indemnified HotelsCombined, its related companies, officers, employees and its suppliers against liability or loss arising from, and cost incurred in connection with, damage, loss, injury or death to any third party caused or contributed to by Your act, neglect or default, or the act, neglect or default of Your servants and agents;
HotelsCombined agrees to indemnify You, Your related companies, officers, employees and suppliers against liability or loss arising from, and cost incurred in connection with, damage, loss, injury or death to any third party caused or contributed to by Our act, neglect or default, or the act, neglect or default of Our servants and agents;
HotelsCombined shall market Your accommodation ("Rooms") and shall refer to You (via HotelsCombined Software) users from HotelsCombined websites ("Customers").
When a reservation is made via HotelsCombined Software by a Customer for Your accommodation, a direct, legal contract is created between You and the Customer. You hereby authorize and empower HotelsCombined to conclude reservations on Your behalf.
You agree that it is your responsibility to charge Customers for their stay. HotelsCombined shall provide you with access to Customers credit card and You shall at your own discretion set the payment policy (e.g. pre-pay, pre-authorise or pay at the hotel).
When a reservation has been generated for You via HotelsCombined Software, You shall receive a confirmation email. HotelsCombined is not responsible for the correctness and completeness of the information (including credit card details) provided by Customers. HotelsCombined is not responsible for the payment obligations of Customers relating to their reservation.
You agree to accept the Customer as a contractual party and to handle the online reservation in compliance with the information provided by You to HotelsCombined and displayed on the HotelsCombined Software at the time the reservation was made.
You agree to handle all complaints and claims from Customers related to reservations, without mediation or interference of HotelsCombined. For avoidance of doubt, HotelsCombined remain free to offer support services to Customers and assist Customers in their communication with You.
Both parties agree to comply and have their service providers comply with requirements and validation processes as set forth in the Payment Card Industry ("PCI") Data Security Standard as promulgated from time to time by the major credit card companies.
You acknowledge that You are responsible for the security of cardholder data that You access and process.
You agree to pay commission for reservations made by Customers in accordance with the terms set out in this (Commission Payment) clause. For the avoidance of doubt, any users or reservations made via HotelsCombined Software.
You shall pay HotelsCombined a percentage of the Gross Booking Value for each transaction made by Customers ("the Commission"). The Commission is defined as multiple of (i) the relevant commission percentage as shown in Your user account on HotelsCombined’s website, (ii) the gross booking value defined as the total transaction amount including taxes and fees. For properties based within Australia, GST must be applied to the commission total. For the avoidance of doubt, the Commission shall be charged only in the event Customer has been charged.
You agree that monthly payment shall be made for all referred transactions confirmed and finalized in the previous month.
HotelsCombined shall generate and send to Your e-mail address, a monthly invoice showing the total amount payable. Payment shall be due within 14 days of issuing of the invoice. Payments shall be made by credit card. You authorise HotelsCombined to automatically charge Your credit card or PayPal account for the invoiced amount before the due date.
In cases where a payment via direct bank transfer is offered by HotelsCombined, and if You chose to pay via direct bank transfer, You agree that any fees associated with the bank transfer are Your responsibility and shall not be deducted from the invoiced amount. Bank transfer details will be listed on each invoice.
It is Your responsibility to ensure that the payment details entered in Your account are valid at all times for the duration of this agreement.
The Commission invoiced in respect of a month shall be paid by You in the relevant currency as specified in the invoice. All invoice payments are final and no refunds shall be processed. All questions in relation to payments can be addressed by contacting the accounting team on:
+61 2 9282 9529 or email@example.com.
In the event of a dispute between You and HotelsCombined (for example on the Commission amount), any undisputed amount of the Commission shall be paid in accordance with the terms of this Distribution Agreement, notwithstanding the status or nature of the dispute.
Amounts paid after the Due Date shall bear interest at the rate of one percent (1%) per month. HotelsCombined reserves the right to suspend performance of its obligations hereunder in the event You fail to make timely payment.
CANCELLATION AND TERMINATION
HotelsCombined reserves the right to terminate Your access to the HotelsCombined Software at any time for any reason whatsoever with 30 days’ notice to You. HotelsCombined shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service. If You breach any of the terms of this agreement HotelsCombined reserves the right to terminate Your access to the HotelsCombined Software immediately on becoming aware of such breach.
You may cancel your subscription with 30 days’ notice, by emailing firstname.lastname@example.org.
After termination or cancellation, You shall honour outstanding Customer Reservations and shall pay the Commission due on reservations made by Customer in accordance with the terms of this agreement.
HotelsCombined acknowledges that, in the course of its performance of this Agreement, it may become privy to certain information that You deem s as being proprietary and confidential. Confidential Information means any information of Yours that is by its nature is confidential or is designated by You as confidential. HotelsCombined agrees that it will use Your Confidential Information solely for the purposes of the provision of the HotelsCombined service to You and will not dis clos e Your Confidential Information, directly or indirectly, to any third party without Your prior written consent.
Intellectual Property Rights, Cancellation and Termination, Disclaimer of Warranties, Limitation of Liability, Indemnities And Releases, Assignment; Entire Agreement; Revisions, Severability, and Governing Law will survive any termination of these Terms.
These Terms And Conditions are governed by and interpreted under the laws of the state of New South Wales, Australia. Our failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. These Terms And Conditions detail the entire understanding between us concerning its subject matter.