Master Services Agreement Terms & Conditions

PARTIES: As set out in the Agreement between the parties.

HotelREZ and the Client (as defined in the Agreement) may each be referred to individually as a “Party” and collectively as the “Parties”.

AGREED TERMS:
1. Definitions
1.1 In this Agreement, the following definitions and rules of interpretation apply:
“Additional Services” means any services other than the Connectivity Services, Financial Services, RFP tool, Consultancy Services or Marketing Services to be provided by HotelREZ to the Client from time to time in accordance with the provisions of this Agreement.
“Agreement” means the agreement entered between the parties and which, for the avoidance of doubt, shall include these Terms, which are incorporated by reference.
“Booking Channel Databases” means the database maintained by HotelREZ on which data related to the Properties, including Customer Information, commercial information and other data, is stored.
“Booking Engine” means the online and mobile booking engine product supplied by HotelREZ for integration into the Client’s website to facilitate online bookings.
“Chain Code” means a GDS identification code.
“Commission” means the commission rate set out in Schedule C.
“Confidential Information” means all commercial, technical, financial and other information disclosed by one party to the other which is designated confidential or proprietary or should reasonably be considered to be confidential or proprietary, including the contents of the Agreement, pricing, the HotelREZ Services and usage data, Customer Information, and operating results.
“Connectivity Fees” means the fees for the Connectivity Services.
“Connectivity Services” means some or all of the Voice Agent, the GDS Channel, the IDS Channel, Channel Connect, Booking Engine, Channel Manager or any other source, mechanism or system supplied or made available by HotelREZ to the Client from time to time which generates or sends enquiries and/or requests for bookings in relation to the Properties, as specified in Schedule C in respect of each Property.
“Consultancy Services” means any consultancy services provided by HotelREZ to the Client.
“Customer Information” means the data entered into the HotelREZ CRS in relation to a guest or customer of the Client by which a guest or customer can be personally identified.
“Data” means any and all data, images, documents and other materials provided by the Client to HotelREZ under or pursuant to this Agreement, including trade names and marks, logos, images of the Properties, text and documents.
“Fees” means the Connectivity Fees, Reservation Fees, Set-Up Costs and other fees and charges payable in accordance with this Agreement.
“Financial Services” means those financial services described in Schedule C (if any) to be provided by HotelREZ to the Client.
“GDS Channel” means some or all (at HotelREZ’s discretion) of the following global distribution systems:
i. Travelport (Galileo/Apollo);
ii. Sabre;
iii. Amadeus; and
iv. Travelport (Worldspan).

“Head Licence” means an agreement between HotelREZ and a third party for the provision of the Connectivity Services and the HotelREZ CRS.
“Hotel Implementation Packet” means a full, accurate and complete description of rooms, rates and other data for each Property as, in the format, required by HotelREZ from time to time.
“HotelREZ CRS” means the suite of applications, software, products and services comprising the central reservation management system for the management, update and distribution of details of inventory, availability and rates.
“HotelREZ Marks” means the names, logos and slogans used by HotelREZ (including those of its licensors) in connection with the HotelREZ Services, including without limitation, registered and unregistered trademarks and logos, corporate names, trade names, service marks, product names, website names and URLs.
“HotelREZ Services” means some or all of the Connectivity Services, Consultancy Services, Financial Services, RFP tool, Marketing Services and/or Additional Services offered by HotelREZ to the Client in respect of a Property under this Agreement.
“IDS Channel” means internet distribution system channel.
“Initial Term” means the initial term in respect of which HotelREZ Services are provided to a Property as set out in the Agreement or, if no initial term is set out in the Agreement, a period of 3 years from the Live Date.
“Intellectual Property Rights” means all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same, wherever and whenever arising, registered or applied to be registered, including copyright, database rights, design rights, patents, trademarks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information.
“Live” means that a Property is loaded and certified by HotelREZ as ready to receive and confirm reservation requests through the Connectivity Services.
“Live Date” means, in respect of each Property, the date on which that Property becomes Live.
“Marketing Services” means the marketing services provided by HotelREZ as set out in Schedule C or as otherwise agreed from time to time.
“Property” means a resort, hotel or lodging facility listed in Schedule A and any other resort, hotel or lodging facility which HotelREZ agrees (in its absolute discretion) to include within the scope of this definition from time to time.
“Reservation” means, in respect of a Property, a reservation to occupy a room and/or for the provision of services at such Property which is made by means of the Connectivity Services.
“Reservation Fee” means the fee payable by the Client for each Reservation, to be calculated in accordance with Schedule C.
“RFP tool” means the software or software-as-a-service tool provided by HotelREZ enabling users to have access and respond to requests for proposals.
“Set-Up Costs” means the fee set out in Schedule C, as varied by HotelREZ from time to time.
“Switch Letter” means a letter from the outgoing provider of GDS services confirming the transfer to HotelREZ of the provision of GDS connectivity services and providing all data required by HotelREZ.
“Voice Agent” means the telephone booking product provided by HotelREZ which enables the Client to generate or send enquiries and requests for bookings at Properties using such Client’s central reservations office, or such similar product as HotelREZ may at its absolute discretion substitute or provide.
“Term” means, in respect of each Property the Initial Term together with any Renewal Term.
“User Documentation” means those guides and manuals, as amended from time to time by HotelREZ, which describe the operation and use of the HotelREZ Services.
“Virus” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Any reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any change, extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Unless the context otherwise requires words in the singular include the plural and words in the plural include the singular; words denoting any gender include all other genders; and any reference to “persons” includes individuals, bodies, corporates, companies, partnerships, unincorporated associations, firms, trusts and all other legal entities.

1.4 Clause headings are for convenience only and do not affect the interpretation of this Agreement. Any reference to a clause or schedule is to the relevant clause or schedule of this Agreement. The schedules to this Agreement shall for all purposes form part of this Agreement.

1.5 References to any English statutory provision or English legal term for any action, remedy, method of judicial proceeding, document, legal status, court, official or any other legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to refer to and include a reference to that which most nearly corresponds to the English statutory provision or English legal term in that jurisdiction.

1.6 The terms “includes”, “including”, “in particular” and similar terms shall be construed as being illustrative only and shall not limit the sense of the words preceding those terms.

1.7 A reference to writing or written includes fax and email.

2. Connectivity Services – Build and Commencement
2.1 The Client will provide to HotelREZ a fully completed Hotel Implementation Packet for each Property, a Switch Letter (where required by HotelREZ) and, for Properties in the UK, a fully completed direct debit mandate for payment of the Reservation Fee:
(a) in respect of Properties listed in Schedule A, within 14 days of the date of this Agreement; and
(b) in respect of Properties subsequently included within the scope of this Agreement, within 14 days of the date on which HotelREZ notified the Client of its consent to the inclusion of such Property.

2.2 The Client will promptly provide such further information in relation to the Properties as is requested by HotelREZ from time to time.

2.3 Within 30 days of compliance in full by the Client with the provisions of Clause 2.1 and, if applicable, clause
2.2, HotelREZ shall use reasonable commercial efforts to:

(a) establish and conduct GDS Channel and IDS Channel connectivity and reservation messaging for the relevant Property under the Chain Code;
(b) transfer existing Chain Codes and/or obtain new Chain Codes if requested by the Client on the terms provided herein and at prices that are to be separately negotiated at the time; and
(c) render such Property Live and promptly notify the Client accordingly.

2.4 Where HotelREZ is providing Booking Engine to the Client, HotelREZ will on or before the Live Date provide the Client with a link for the download and installation of Booking Engine and the Client will do all things reasonably requested by HotelREZ in order to achieve successful implementation.

3. Connectivity Services – Provision and Operation
3.1 HotelREZ will provide to the Client in respect of each Property with effect from its Live Date the Connectivity Services specified in Schedule C in relation to that Property.

3.2 HotelREZ will on behalf of the Client and by means of the Connectivity Services make available rooms and hotel facilities for booking at each Property with effect from its Live Date under the agreed Chain Code using the availability and rates supplied, authorised, or entered by the Client.

3.3 HotelREZ will issue a confirmation to the customer or its agent for Reservations made through the HotelREZ Connectivity Services.

3.4 The Client will procure that all Reservations will be honoured at the rate, on the terms and for the occupancy period confirmed to the customer or its agent.

3.5 The Client will not do or omit to do anything with the intention or effect of concealing or altering data used by HotelREZ for calculation of the Fees.

3.6 The Client will not allow the HotelREZ Services to be used by any Property before its Live Date or by any other resort, hotel or lodging facility which is not a Property.

3.7 The Client will notify HotelREZ promptly of any changes to any information supplied by it to HotelREZ which may in any way affect a booking or Reservation and will keep HotelREZ and the holder of a Reservation (or his agent or representative) informed of any developments affecting the Reservation.

3.8 HotelREZ will assist the Client in ‘out booking’ rooms where a Property fails to honour a Reservation, but will have no responsibility or liability for, or in relation to, such services. Out booking by HotelREZ will be undertaken through the HotelREZ CRS and will incur a fee of £50 (or local currency equivalent) per room per night payable by the Client within 14 days of the date of the invoice.

3.9 Notwithstanding clause 3.8 above, the Client will be responsible for the payment of any expenses reasonably incurred by, and that it will be responsible for the provision of comparable accommodation, goods and/or services, at no greater cost to, any holder of a Reservation for whom a Reservation has been confirmed through the HotelREZ CRS and which is not honoured.

3.10 The Client will indemnify and hold HotelREZ harmless from any liability, loss, damage, expense, cost or claim suffered or incurred by HotelREZ in connection with the failure of the Client or any Property to honour a reservation, including any payment or settlement which HotelREZ makes to a Reservation holder in such circumstances.

3.11 The Client acknowledges that HotelREZ and/or its licensors may, from time to time, decide to upgrade, modify, enhance or develop the Connectivity Services and/or the HotelREZ CRS and/or change the provider of any such systems or services to HotelREZ, and the Client agrees to accept any such upgrade, modification, enhancement, development and/or change of provider, and provide all reasonable co-operation to HotelREZ in connection thereto.

3.12 The Client shall make available for booking by the general public such rates as are reasonably required by HotelREZ, including a “BestREZ by HotelREZ” rate, which rate shall be no higher than the lowest rate made publicly available by such Property by any means or sales channel whatsoever, including by direct extranet.

3.13 The Client shall, and shall procure that its Properties shall, act in a professional, efficient and polite manner at all times towards its guests, particularly in relation to any complaint made by a guest arising out of, or relating to, the Connectivity Services. Where any complaint is made to HotelREZ, the Client shall provide all reasonable assistance to HotelREZ as and when required, and the Client shall in no circumstances offer or agree a settlement with a guest or its representative which prejudices the position of HotelREZ without HotelREZ’s consent in writing.

3.14 The Client acknowledges that the exact nature or composition of the Connectivity Services which will apply to each Property will be determined by HotelREZ in its discretion. In arriving at such decision, HotelREZ will consider the Property’s location, amenities and price, and all other factors which it considers (in its discretion) relevant.

4. Rights and Obligations of the Parties
4.1 The Client shall not:
(a) except as expressly permitted by the Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the HotelREZ Services or User Documentation available to any other party; or
(b) attempt to obtain, or assist third parties in obtaining, access to the HotelREZ Services or User Documentation other than in accordance with this Agreement; or
(c) modify, remove or obscure, or attempt to modify, remove or obscure any copyright or trade mark notice, or other content ownership or identification notice, warning or restrictions of HotelREZ or its suppliers or licensors on any interface, software, document or other medium whatsoever.

4.2 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the User Documentation and HotelREZ Services and, in the event of any such unauthorised access or use, promptly notify HotelREZ.

4.3 HotelREZ reserves the right, without liability or prejudice to its other rights to the Client:
(a) to disable the Client or any Property’s access to the Connectivity Services in the event that the Client or a Property accesses, stores, distributes or transmits any Viruses, or any material during the course of its use of the HotelREZ Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property;
(b) to suspend or terminate the use of the Connectivity Service if the Client and/or a Property creates a load on the system which HotelREZ or its licensors consider unacceptable; and
(c) to suspend or terminate this Agreement (or any service provided under it) if the Client or Property provides access to the Connectivity Services to any other person without the prior written consent of HotelREZ.

4.4 The Client shall:
(a) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(b) carry out its responsibilities set out in this Agreement in a timely and efficient manner and ensure that the Properties use the HotelREZ Services in accordance with the terms and conditions of this Agreement and be responsible for any Property’s breach of this Agreement;
(c) obtain and shall maintain all necessary licences, consents, and permissions necessary for HotelREZ to perform its obligations under this Agreement, including the HotelREZ Services;
(d) ensure that its network and systems comply with the relevant specifications provided by HotelREZ from time to time; and
(e) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to HotelREZ’s systems, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

5 Other HotelREZ Services
5.1 If agreed by the Parties and set out in Schedule C (or otherwise agreed by the Parties), and in consideration of the Fees set out in Schedule C (or such other fees as are agreed by the Parties in writing) HotelREZ agrees to provide some or all the following HotelREZ Services to the Client for use together with the Connectivity Services and the HotelREZ CRS:
(a) Financial Services;
(b) RFP tool;
(c) Consultancy Services;
(d) Marketing Services; and/or
(e) Additional Services.

6. Exclusivity
The Client shall procure that whilst this Agreement remains in force, HotelREZ shall be the sole supplier of services the same as or similar to the HotelREZ Services to the Properties.

7. Training
7.1 Subject to the Client having paid the Set-Up Costs, HotelREZ will provide the Client with reasonable online training and access to online training materials for the HotelREZ CRS and the Connectivity Services free of charge. The Client acknowledges that HotelREZ may, in its absolute discretion, amend, suspend or terminate availability of training provision or facilities from time to time.

7.2 Additional training or on-site training is available at additional cost.

7.3 In order to maintain standards, the Client shall procure that appropriate personnel at each Property shall undertake such training as HotelREZ deems necessary (in its reasonable discretion) from time to time.

8. Fees and Payment
8.1 The Client shall pay the Fees to HotelREZ in accordance with this clause 8.

8.2 HotelREZ shall be entitled to render invoices to the Client as follows:
(a) for the Set-Up Fees for a Property, on or before the Live Date for that Property;
(b) for the Connectivity Fees, quarterly in advance, the first such payment being prior to the Live Date for each such Property;
(c) for the Reservation Fees, monthly in arrears, on or after the end of the calendar month in respect of which such Reservation Fees accrued in accordance with clause 8.3 below; and
(d) for all other Services Fees and other fees payable hereunder, prior to performance of the service to which the fee relates (unless otherwise agreed).

8.3 Reservation Fees shall become payable on a Reservation on an arrived basis.

8.4 The Client shall pay all invoices in full within 14 days of the date of the invoice. In territories where such facility is made available by HotelREZ (which shall include the UK), the Client shall pay all invoices by Direct Debit, in default of which HotelREZ shall be entitled to levy a collections charge of not more than 10% of the invoice value.

8.5 Each Party shall bear the cost of its own telephone toll charges and internet charges in providing or receiving the HotelREZ Services.

8.6 If the Client fails to pay HotelREZ any sum due pursuant to this Agreement, HotelREZ shall be entitled to charge interest on such sum from the due date for payment at an interest rate of 8% per annum accruing daily until the date on which payment is made in full, whether before or after any judgment.

8.7 Notwithstanding any other provision, and without prejudice to any other rights under this Agreement, HotelREZ shall have the right to suspend all or any of the HotelREZ Services to the Client in the event that payment of any invoice is not made by the Client when due. In the case of suspension of all or any of the HotelREZ Services, provided that the Client makes payment arrangements which are satisfactory to HotelREZ, HotelREZ may, in its absolute discretion, reinstate all or any of the HotelREZ Services and/or charge the Client a fee of an amount equal to the cost to HotelREZ of making the Properties Live again.

8.8 All pricing and fees under this Agreement are exclusive of taxes. The Client will pay any value added tax, sales or use tax, goods and services tax, federal, state, county, local or other governmental taxes, fees or duties now or hereafter imposed on the licensing, export, use or possession of an interface with, or use of, the HotelREZ CRS or the provision of the HotelREZ Services. The Client shall fully and effectively indemnify HotelREZ for any and all such taxes, fees and duties, and all costs, charges, expenses and liabilities relating thereto suffered or incurred by HotelREZ. All Commissions shall be calculated based on the gross sum (i.e. inclusive of value added or sales tax).

8.9 All payments by the Client shall be made without set off, deduction or withholding except as required by law. If any such set off deduction or withholding is required by law or if the UK HM Revenue and Customs brings any such sum into any charge to taxation, such sum shall be increased by such additional amount as will ensure that after such deduction, withholding or charge to taxation, as the case may be, the Client will pay and HotelREZ will receive the same amount as it would have received in the absence of any such set off, deduction, withholding or charge to taxation. Nothing contained herein shall make the Client liable for any tax on the net profits of HotelREZ.

8.10 Subject to HotelREZ providing receipts or other evidence of such expenditure, the Client will reimburse HotelREZ for:
(a) all reasonable travel, accommodation and subsistence costs incurred by HotelREZ in connection with the provisions of Consultancy Services to the Client where overnight accommodation is required; and
(b) all out of pocket expenses reasonably incurred by it in the provision of the HotelREZ Services under this Agreement.

8.11 Where payment for a Voucher Reservation is made to HotelREZ, HotelREZ will make payment of such sums to the Client two months in arrears, less any banking and currency exchange charges, costs and expenses.

8.12 HotelREZ shall be entitled to increase its Fees upon each anniversary of the date of this Agreement for any or all HotelREZ Services provided that the amounts of such increase shall be not more than 3% per annum.

8.13 Notwithstanding clause 8.12, HotelREZ shall be entitled to increase its Fees at any time and without limit to the extent of any increase in the fees of its suppliers.

8.14 HotelREZ shall be entitled to make a charge for cancellations and “no shows” in accordance with the Property’s cancellation policy. The Client undertakes to notify HotelREZ within 48 hours of any cancellation, no show or alteration in a Reservation by sending an email to [email protected].

8.15 HotelREZ reserves the right to appoint a representative to invoice and/or collect payment of the Fees from the Client by giving the Client prior written notice.

9. Account Contact
Each Party will designate an account contact who shall have the authority and the responsibility to administer the relationship of the Parties under this Agreement.

10. Press Release, Collateral and Client Web site
10.1 The Parties will co-operate in good faith to agree joint press releases and announcements concerning this Agreement and thereafter to issue press releases with respect to newsworthy developments. Each Party will provide the text of any such release or announcement to the other party in English not less than 3 (three) business days before the proposed date of release.

10.2 The Client will:
(a) maintain on its web site and the Properties’ websites the HotelREZ company logo and such branding (including strapline) as is reasonably required by HotelREZ from time to time;
(b) maintain a live link on its, and the Properties’ customer-facing websites to the HotelREZ member website;
(c) place the HotelREZ logo and such branding as is reasonably required by HotelREZ from time to time, and the HotelREZ Central Reservations Office Numbers upon all marketing collateral produced by the Client and/or Properties; and
(d) if so, required by HotelREZ, affix and maintain in a prominent position upon the Properties a HotelREZ plaque; and
(e) comply with such other branding and marketing requirements as HotelREZ shall reasonably require.

11. Customer Information, User Documentation and Data
11.1 Each Party shall use, retain or disclose Customer Information solely for the purposes of this Agreement or as required by law. Notwithstanding the foregoing, HotelREZ shall be permitted to use the Customer Information for any purpose for which the customer has given its consent.

11.2 The Client shall not modify, copy or transfer to any other party any User Documentation (including, that relating to the HotelREZ Services, HotelREZ CMS, systems operations, training programs or help screens).

11.3 HotelREZ shall, in providing the HotelREZ Services, comply with its data protection policy relating to the privacy and security of Customer Information, as such document may be amended from time to time by HotelREZ in its sole discretion.

11.4 The data processing addendum dated 12 May 2021 (www.hotelrez.com/gdpr/data-processing-agreement) shall apply to, and be incorporated into, this Agreement.

11.5 The Client agrees that it is entirely responsible for the Data in the Booking Channel Databases, and for updating and verifying the accuracy and completeness of such Data. HotelREZ shall have no liability whatsoever for any incorrect or incomplete Data in, or changes to, the Booking Channel Databases or for any liability, loss, damage, expense, cost or claim suffered or incurred by the Client arising directly or indirectly from such incorrect or incomplete Data or information or changes.

11.6 At the request of HotelREZ, the Client will provide a minimum of 20 images of high quality for use with marketing communications in addition to the core images used or uploaded to the HotelREZ CRS. Failure by the Client to comply with the foregoing obligation shall entitle HotelREZ to procure such images, the cost of which shall be borne by the Client.

11.7 It is agreed that full refreshes of Data or any part of it by the Client and/or a Property may be uploaded to the GDS Channel only in exceptional circumstances and with the prior consent of HotelREZ.
11.8 HotelREZ shall be responsible for the security of cardholder data which it possesses or otherwise stores, processes, or transmits on behalf of the Client, or to the extent it could impact the security of the Client’s cardholder data environment.

12. Intellectual Property Rights
12.1 All Intellectual Property Rights in and to the HotelREZ Services belong, and shall continue to belong, to HotelREZ and/or its licensors.

12.2 The Client shall, at the expense of HotelREZ, take all such steps as HotelREZ may reasonably require assisting it in maintaining the validity and enforceability of the Intellectual Property Rights of HotelREZ and/or its licensors during the term of this Agreement.

12.3 Without prejudice to the right of the Client or any third party to challenge the validity of any Intellectual Property Rights of HotelREZ and/or its licensors, the Client shall not do or authorise or permit any third party to do or omit to do anything which would or might invalidate or be inconsistent with any Intellectual Property Rights of HotelREZ or its licensors.

12.4 HotelREZ makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the HotelREZ Services and the HotelREZ Marks nor as to whether the same infringe on any Intellectual Property Rights of any third parties.

12.5 HotelREZ grants to the Client a non-exclusive, revocable, personal licence (subject to the terms and conditions of this Agreement) to use the HotelREZ Marks for the duration of, and for the purposes of, this Agreement and subject to the brand protection policies and instructions of HotelREZ from time to time, provided that the Client shall not use the HotelREZ Marks in respect of any Property whose Term has expired or been terminated.

12.6 The Client shall promptly give notice in writing to HotelREZ in the event that it becomes aware of any infringement or suspected infringement of the HotelREZ Marks or any other Intellectual Property Rights in or relating to the HotelREZ Services.

12.7 The Client shall neither directly or through a third party decompile, reverse engineer, disassemble, or attempt to discover the source code of any software used or provided by HotelREZ in the provision of the HotelREZ Services, nor shall the Client provide or assist any person in developing or providing services competing with the HotelREZ Services.

12.8 The Client grants HotelREZ an irrevocable, non-exclusive, fee-free licence to use, and to sublicence the use of, the Client’s Intellectual Property Rights and Data for the performance of its obligations under this Agreement.

12.9 The Client warrants that:
(a) that it is fully entitled to grant the licence set out in clause 12.8 above and has obtained all necessary consents and licences for such purpose; and
(b) that the use by HotelREZ of the Client’s Intellectual Property Rights and Data will not infringe the Intellectual Property Rights or other rights of any third party,
and the Client shall fully indemnify HotelREZ against any claims, losses, liabilities, damages, costs or expenses arising out of breach of the warranties set out at paragraphs (a) and (b) above.

12.10 The Client shall not:
(c) use any of the HotelREZ Marks in any way which might prejudice their distinctiveness or validity or the goodwill of HotelREZ therein;
(d) use in relation to the HotelREZ Services any trademarks other than the HotelREZ Marks without obtaining the prior written consent of HotelREZ; or
(e) use any trademarks or trade names so resembling any trademark or trade names of HotelREZ as to be likely to cause confusion or deception.

13. Unauthorized Use and Non-Compete
13.1 At no time shall the Client provide third parties with, or permit third parties to have, any access to, or use of, all or any portion of the Connectivity Services for any use whatsoever that is not expressly authorised by this Agreement.

13.2 The Client agrees that it will not, at any time whilst this Agreement remains in force and for a period of twenty-four months following termination of this Agreement:
(a) directly or indirectly solicit or attempt to solicit any employee of HotelREZ who has been directly engaged in the provision of HotelREZ Services to that Client to leave the employment of HotelREZ; or
(b) employ or engage any employee of HotelREZ who has been directly engaged in the provision of HotelREZ Services to that Client during the preceding 24 months.

13.3 The Client will not:
(a) during the Term of a Property procure for that Property, or permit that Property to procure, services similar to the Connectivity Services from any other supplier; or
(b)  for a period of twenty four months after the end of the Term of a Property, procure for that Property, or permit that Property to procure, services similar to the Connectivity Services from the suppliers and/or licensors of HotelREZ.

14. Confidential Information
14.1 Except as provided by this Agreement, neither Party shall at any time use or disclose or permit there to be disclosed any Confidential Information of the other which it has or which it acquires.

14.2 A Party’s disclosure of Confidential Information is not prohibited by this Agreement if:
(a) such disclosure is required by law or by government or judicial order PROVIDED THAT the disclosing Party gives the other Party prompt notice of such order and assists, at the other Party’s expense, in the procurement of an appropriate protective order (or equivalent) imposed on such disclosure; or
(b) such Confidential Information has come into the public domain (other than as a result of breach of any obligations of confidence by such Party); or
(c) such disclosure is reasonably necessary for that party to perform its obligations under this Agreement.

15. Warranties
15.1 HotelREZ warrants that the HotelREZ Services will comply in all material respects with the User Documentation and will be performed with reasonable skill and care.

15.2 The warranty at clause 15.1 shall not apply to the extent of any non-conformance which is caused by use of the HotelREZ Services contrary to HotelREZ’s instructions, or modification or alteration of the HotelREZ Services by any party other than HotelREZ. If the HotelREZ Services do not conform with the foregoing warranty, HotelREZ will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the warranty set out in clause 15.1.

15.3 Notwithstanding the foregoing, HotelREZ:
(a) does not warrant that the Client’s use of the HotelREZ Services will be uninterrupted or error-free; or that the HotelREZ Services, User Documentation and/or the information obtained by the Client through the HotelREZ Services will meet the Client’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the HotelREZ Services and HotelREZ CRS may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

15.4 HotelREZ warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

15.5 HotelREZ warrants that, to the best of its knowledge, HotelREZ does not infringe or violate any patent, copyright or trademark rights of any third party, and its use of Customer Information will be in compliance with all applicable laws and regulations.

15.6 The Client warrants that:
(a) its use of the Customer Information and other data will be in compliance with all applicable laws and regulations, and does not infringe or violate the rights of any person;
(b) the information and data contained in each Hotel Implementation Packet (and updated and supplemented thereafter) will at all times during the Term be fully up to date, complete and accurate in all respects; and
(c) it has and shall observe and comply with best practice for health and safety matters in relation to the Properties, which shall be at least the minimum legal requirement of the territory in which the Property is located. The Client shall indemnify and hold harmless HotelREZ from and against all costs, losses, liabilities and expenses relating to health and safety matters at the Properties or which arise out of a breach of the foregoing warranty.

16. Disclaimer
16.1 Except as expressly set out in this Agreement, HotelREZ disclaims and excludes all representations, warranties, and conditions, express and implied, including warranties of quality, fitness for a particular purpose, accuracy of data.

16.2 The Client acknowledges and agrees that it has not entered into this Agreement in reliance upon any representation, covenant, warranty or undertaking made or given by or on behalf of HotelREZ except as expressly set out in this Agreement.

16.3 It is acknowledged that the Connectivity Services and certain other of the HotelREZ Services are provided to HotelREZ by third party suppliers and/or licensors and are consequently outside the control of HotelREZ. HotelREZ will accordingly not be liable or responsible to the Client for any breach of this Agreement to the extent arising, directly or indirectly, out of the acts or omissions of the suppliers and/or licensors of HotelREZ.

16.4 HotelREZ will not be responsible or liable for the acts or omissions of any other party, including any party appointed by it to invoice and/or collect payment of Fees.

17. Limitation of Liability
17.1 Notwithstanding any other provision in this Agreement, neither Party excludes or limits its liability to the other Party for death or personal injury caused by its negligence, or for deceit, fraudulent misrepresentation or fraud for which that Party is liable at law, or for any matter that cannot by law be limited or excluded.

17.2 Subject to clause 17.1, HotelREZ shall not be liable to the Client for:
(a) any indirect, incidental, special or consequential losses; or
(b) any loss or corruption of data,
(c) any loss of use,
(d) any loss of goodwill,
(e) any loss of profits or revenue,
(f) any loss of contracts, bookings or reservations; or
(g) any loss of anticipated savings; or
(h) any loss arising from interrupted communications.

17.3 Notwithstanding any other provision in this Agreement, the total aggregate liability of HotelREZ to the Client in respect of any and all matters arising under or in connection with this Agreement or the HotelREZ Services shall not in any event exceed the aggregate amounts paid by the Client to HotelREZ hereunder in the three month period preceding the event first giving rise to liability on the part of HotelREZ.

17.4 The Client may not bring a claim under this Agreement more than 24 months after it knew or ought to have known of such claim.

18. Renewal and Termination
18.1 This Agreement shall continue in force until the earlier of termination in accordance with the provisions of this Agreement and termination of the Term of all the Properties.

18.2 The Term of each Property shall commence on the Live Date for each such Property and continue for the Initial Term and, after the end of the Initial Term, for successive periods equal to the Initial Term (“Renewal Term”) unless and until the Term of that Property is terminated by either Party giving the other Party not less than 120 (one hundred and twenty) (or such other period of notice as is set out in the Agreement) days’ written notice to terminate the Term, such notice to expire at the end of the Initial Term or at the end of the then-current Renewal Term (as applicable) PROVIDED THAT, for the avoidance of doubt, termination of the Term in respect of any individual Property under this Clause shall not operate to terminate the Term of, or otherwise affect the application of this Agreement to, any other Property.

18.3 This Agreement may be terminated immediately by either Party by giving written notice to the other Party, if in respect of the other Party, a voluntary arrangement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of its assets or an undertaking or a resolution or a petition or order for a winding up or bankruptcy is passed or presented or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding up order, or if any event analogous to any of the above occurs in any jurisdiction outside England and Wales or if it stops or threatens to stop payment of its obligations generally or ceases or threatens to cease to carry on its business or a substantial part of its business.

18.4 This Agreement may be terminated immediately by HotelREZ by giving written notice to the Client at any time:
(a) within 3 months following termination of the Head Licence; or
(b) if any fees or charges payable hereunder remain unpaid for 30 days or more after the due date for payment; or
(c) if the Client shall fail to comply with its obligations under clauses 2.1 and 2.2 within 60 days of the date of notification from HotelREZ; or
(d) if all or substantially all of the shares in HotelREZ, or all or substantially all of its assets, are acquired by any other party; or
(e) in the circumstances set out in clause 4.3; or
(f) if the licensor and/or supplier of the Head Licence shall require HotelREZ to terminate this Agreement for any reason; or
(g) if, in the opinion of HotelREZ, the Client shall act or omit to act in any way which is prejudicial to, or counter to the interest of, HotelREZ; or
(h) if any information provided to HotelREZ by any party (including the Client) which induces in whole or in part HotelREZ to enter into this Agreement, is or is reasonably suspected to be false or misleading in any material respect.

18.5 This Agreement may be terminated immediately by either Party by giving written notice to the other Party if:
(a) at any time, the other Party commits a material breach of any of its obligations under this Agreement (other than any breach which, if capable of remedy, is remedied within 30 (thirty) days after service of written notice on that other Party requiring such breach to be remedied or a breach referred to a clause 18.4(b) above); or
(b) any of the events or circumstances referred to in Clause 23 has occurred and continued for a continuous period of more than 3 months.

18.6 Any termination of this Agreement (or its termination in relation to any individual Property pursuant to Clause 18.2) shall be without prejudice to any rights that have accrued before such termination (including, without limitation, any fees and payments accrued due to HotelREZ which shall remain payable) and following any such termination:
(a) HotelREZ will terminate immediately all HotelREZ Services provided to the Client (or, as the case may be, in relation to any individual Property);
(b) the Client shall cease using the HotelREZ Marks and branding, and shall destroy (or deliver up to HotelREZ if so, requested within 14 days of the termination date) any and all documents or materials bearing the HotelREZ Marks and/or branding;
(c) the Client shall not be entitled to receive any refund or rebate from HotelREZ for any fees and payments made by the Client in respect of any date after the date of termination; and
(d) in any case where such termination is made by HotelREZ under Clauses 18.3, 18.4 or 18.5(a), HotelREZ reserves the right to switch all Reservations after the termination date to another resort, hotel or lodging facility.

18.7 The provisions of Clauses 1, 3.9, 3.10, 8, 11, 12, 13, 14, 15, 16, 17, 18.6, 18.7, 18.8, 18.9, 21 and 25 will continue to apply notwithstanding any termination of this Agreement.
18.8 If the Term of a Property is terminated before the end of the Initial Term for such Property (except where this is Agreement is terminated by the Client under clause 18.3 or 18.5(a)), the Client will pay to HotelREZ in respect of such Property an amount equal to the average monthly Fees and Commissions payable for such Property in the 12 calendar months ending on the termination date multiplied by the number of months remaining in the Initial Term.

18.9 The provisions of clause 18.8 shall be without prejudice to the right of HotelREZ to claim damages, provided that it shall not be able to recover for the same losses twice.

19. Third Party Providers
19.1 HotelREZ depends on contractual relationships with third party providers for the HotelREZ Services. In the even that any contract upon which HotelREZ relies is terminated or suspended for any reason, HotelREZ may (at its option) immediately taken all reasonable action to provide such product itself or through another provider. Notwithstanding the foregoing, HotelREZ shall have the right to suspend or terminate any of the HotelREZ Services without liability if the contract under which such services are provided is suspended or terminated.

20. Assignment
20.1 The rights and obligations of each of the Parties under this Agreement continue for the benefit of, and will be binding on, their respective successors and assigns.

20.2 The Client may not assign or novate this Agreement to any third party or sub-licence or sub-contract any of its rights under this Agreement to any third party without the prior written consent of HotelREZ.

21. General Provisions
21.1 No person who is not a party to this Agreement shall have any right to enforce this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

21.2 This Agreement sets out the entire agreement of the Parties and supersedes any and all prior oral or written agreements or understandings between the Parties, as to the subject matter of this Agreement.

21.3 HotelREZ shall be entitled in its absolute discretion to vary the terms of this Agreement from time to time by setting out such varied terms on the Client’s member portal at least 7 days before such variations shall come into effect. The Client shall be responsible for checking its member portal daily for such purpose. Save as set out in the preceding sentence, no variation of this Agreement will be valid unless it is in writing and signed by each of the Parties.

21.4 No delay, indulgence or omission in exercising any right, power or remedy provided by this Agreement or by law will impair or be construed as a waiver of such right, power or remedy or of any other right, power or remedy. No single or partial exercise or non-exercise of any right, power or remedy provided by this Agreement or by law will preclude any other or further exercise of such right, power or remedy or of any other right, power or remedy. The rights, powers and remedies of the parties provided by this Agreement are cumulative and are not exclusive of any rights, powers and remedies provided by law.

21.5 In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications to such effect are received by either of the Parties from any relevant competent authority, such provision shall to that extent be deemed not to be part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

21.6 The Parties are independent contractors, and nothing contained in this Agreement constitutes a partnership, agency, joint venture, employee-employer or franchisor-franchisee relationship between the Parties.

21.7 Neither Party is authorised to make (nor will it make) any warranties, representations or undertakings to any third party on behalf of the other Party.

22. Notices
22.1 Any notice in connection with this Agreement (a “Notice”) shall be:
(a) in writing in English; and
(b) delivered by hand, fax, email or by courier using an internationally recognised courier company.

22.2 Notices shall be sent to the addresses and/or fax numbers and/or email addresses set out in the Agreement, or to such other person or address as the parties may notify to each other in writing from time to time.

22.3 A Notice shall be effective upon receipt and shall be deemed to have been received:
(a) at the time of delivery, if delivered by hand or courier;
(b) at the time of transmission in legible form, if delivered by fax;
(c) at the time of sending to the correct email address without any notification of failure to send or failure to receive, if delivered by email.

23. Force Majeure
Save in relation to the obligation to make payment, neither Party will be liable for any failure to fulfil its obligations under this Agreement due to causes beyond its reasonable control, including acts or omissions of government or military authority or activity, acts of God, telecommunications and/or connectivity failures (including any Internet failures and any interruptions or failures in services of Internet Service Providers, GDS distribution systems or connectivity providers to such systems), transportation delays, earthquakes, fires, floods, labour disturbances, riots or wars.

24. Counterparts
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts (which may be pdf copies) but shall not take effect until each Party has executed at least one counterpart. Each counterpart shall constitute an original, but all the counterparts together shall constitute a single agreement. Transmission of the executed signature page of a counterpart of this Agreement by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.

25. Applicable Law and Jurisdiction
25.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.