STANDARD TERMS AND CONDITIONS |
|
The following terms and conditions (Terms) are the terms on which CentralR.com ("CR","we","the company" and "us") provides its
online booking service (Service). Please read these Terms carefully. By signing the registration form, you are indicating your
agreement to be bound by these Terms. The Contract is between you (as the owner/manager of the hotel(s)) and the company (which licences rights and properties from the owner), and maybe transferred to a new owner of your property(s) and this contract may also be transferred to the owner of CentralR.com or to another company that licenses rights from the owner, or to another party licensed by the company or owner. |
|
These Terms and the payment options chosen by you during the sign up procedure, (which are hereby incorporated by reference),
together contain the entire agreement between us and you for provision of the Service and supersede any other previous
understandings or orders between us. |
| This Agreement is made on the date of the company's Acceptance shown in the schedule hereto ("the agreement"). The company's
registered office being situated at 18 Clearwater Cove, Dun Laoghaire, County Dublin, Ireland ("The Company which expression shall
include its successors and assigns) of the one part and the subscriber named in the agreement (the "Client") of the other part. |
| 1. Definitions
In this agreement, unless the context otherwise requires, the following expressions have the following meanings: |
| "Anniversary Date" |
Means an anniversary of the Commencement date. |
| "Commencement date" |
Means the date from which it is agreed that the services shall be available as stated in the schedule |
| "Client" |
You, the hotel that is agreeing to this agreement. |
| "Website" |
Means the site developed by the company, which includes the source code, HTML, DHTML, Java script and any other language used by the company. |
| "The Hours" |
Shall mean the hours from 9am and 5pm in each working day. |
| "Services" |
Means the services as specified in clause 4. |
| "Working Day" |
Shall mean Mondays to Fridays excluding all Public holidays both English and Irish. |
| "Property" |
Shall mean your hotel, or hotels and all the facilities relating to the hotel(s) |
| "The Company" |
Relates to CentralR Group Management Ltd who licenses the technology, brands, patents, domain names and sub domain names, intellectual property, goodwill and contracts with third partys and other Intellectual and physical property from the owner of the said items |
| "the site" |
Shall mean CentralR.com and your hotels, or hotels entry onto our system and all the facilities relating to the hotel(s) |
| 2. Duration
The Agreement shall be for an initial period of twelve months commencing on the commencement Date and thereafter will continue until terminated by at least three months' written notice given by party or other.
|
| 3. Eligibility For support
In order to be eligible for the services under this agreement, the website must be unmodified and properly maintained by the company, there is no SLA between the company and your property, and the service and support is presented to you on a best endeavours basis.
|
| 4. Services |
| |
4.1 As part of the standard service, we will: |
| |
(a) |
Design, develop and host a web site (Site) for the hotel or guest house specified by you (Property) and use our reasonable endeavours to include details of the Property on other web sites operated by our business partners and other third parties (Third Party Sites), subject to the approval of the owner of the relevant site. |
| |
(b) |
If requested at any time and subject to payment by you of the additional commissions agreed between us, we will, as an additional service: provide details of the Property to selected travel reservation call centres who use the CR Site to make bookings on behalf of their customers; and/or include the Property in any Global Distribution System (GDS) operated by our business partners which will display details of the Property on the terminals of travel agents' subscribing to the relevant GDS and use our reasonable endeavours to include details of the Property on any web sites operated by the relevant business partner. |
| |
(c) |
From time to time, we may offer further services which will be subject to an additional charge. The supply of such further services is subject to these Terms and payment of any additional charges which we agree with you. |
| |
4.2 Design, development and hosting of the Site |
| |
(a) |
a) We will develop the Site as soon as reasonably possible after you accept these Terms. Your hotel will be entered into our systems queue and will be inserted onto the system in due course. We will develop any software and provide any other services reasonably necessary for the Site to operate on a server nominated by us. |
| |
(b) |
b) You will provide all material for incorporation on the Site (including room rates, availability, terms and conditions for bookings, disclaimers, trade marks or logos and all text and graphics required by you) (Information) in the format and at the times agreed with us. The content of the Site will be subject to our approval. |
| |
(c) |
c) You warrant that you own or are authorised to use the copyright and other intellectual property rights in the Information. You agree that by providing the Information to us you are granting us permission to: use, copy, display and store the Information on the Site and the CR Site for the purposes of these Terms; and permit others to display the Information on Third Party Sites and, through GDS on travel agent booking terminals. |
| |
(d) |
d) We will be entitled to reproduce, anywhere in the world, screen shots of the Site for the purpose of promoting CR. |
| |
4.3 Updating the Site |
| |
(a) |
You will ensure that the Information displayed on the Site is accurate and up to date at all times. You are responsible for updating the Site by adding, deleting or modifying the information to reflect amongst other things changes to the room availability, rates and details of the Property. |
| |
(b) |
To enable you to carry out your obligations under clause 4.3 (a), we will provide you with: a user ID and password; and remote administrative access to the Site 24 hours a day (subject to routine maintenance). |
| |
(c) |
You must not share your user ID or password with any third party other than your employees. Agents, sub-contractors or consultants are explicitly banned from accessing the Site. |
| |
(d) |
You must take all necessary steps to ensure that your user ID and password are kept confidential, secure and used properly. You must inform us immediately if you have any reason to believe that your user ID or password is likely to be used in an unauthorised manner. |
| |
(e) |
If you forget any password, you must contact the CR Help Line and satisfy any security checks we may operate. You will then be given a new password to use the Site. |
| |
(f) |
Once a room is booked, A legal contract exists between the guest and the client, whereupon the hotel is fully responsible for providing the guest with the room booked online with CR. |
| |
(g) |
We will not be responsible for any incorrect or over-booking which results from your failure to update the Site.
You will either refund the sums paid by the guest or find suitable alternative accommodation. |
| |
(h) |
We reserve the right, without notice, to amend or delete any Information on the Site which, in our reasonable opinion, is defamatory, obscene or materially inaccurate or in breach of any law or advertising code of practice.
The client agrees to place a reasonable amount of rooms at a reasonable rate onto the CR system. 'Reasonable amount' is defined as being at least 15% of the total amount of rooms available, this excludes periods where the hotel is fully booked. 'Reasonable rate' is defined as typically 25% less then rack rate. |
| 5. Fees and payment |
| |
(a) |
The service shall be payable annually in advance. Payment will become due on the first day of the period in question. No payment shall be considered made until it is received by the company. |
| |
(b) |
In consideration of us providing the Service you agree to pay the charges (Charges). The Charges payable by you will depend on the payment plan chosen by you during the sign up procedure. |
| |
(c) |
Commission: In further consideration of the Service and any subsequent reservations received by you as a consequence of using the Service you agree to pay us the commission (Commission). The Commission you pay depends on the payment plan chosen by you during the sign up procedure. The commission is calculated as a percentage of the nightly room rate charged to the customer multiplied by the number of nights the customer reserves to stay at the hotel where such reservation were generated. |
| |
(d) |
All Charges, Commissions and any other sums payable under this Agreement are exclusive of any applicable value added tax for which you shall be additionally liable. |
| |
(e) |
If any sums due under this agreement are not paid on the due date, we reserve the right to charge you interest on the amount outstanding at the rate of 2% per annum above the base rate of The Bank of Ireland from the due date until the date of actual payment. |
| |
(f) |
If any sums due under this agreement are not paid we will be entitled to suspend the provision of any Services until such time that the sums are paid. |
| |
(g) |
We reserve the right to change the Charges and/or rates of Commission by giving you 60 days' prior notice in writing. If you do not accept the new rates you may stop using the Service. If you continue to use the Service after we have notified you of the change we will assume that you have accepted the new rates and will charge you accordingly. |
| |
(h) |
The Company shall, by giving the client not less than three months written notice, be entitled to vary the Service Fee with effect from the next Anniversary Date. |
| |
(i) |
In respect of additional services being added to this agreement after the date of its signature, in accordance with Clause 4 an adjustment charge fro the period from the date added to the end of then current payment period shall become due on the date of addition. |
| |
(j) |
Any charges for services provided by the company under this agreement (other than service fee) will become due 30 days from the date of the Company's invoice. |
| 6. Intellectual Property Rights |
| |
(a) |
The name CentralR, CentralR.com and all trade marks and logos displayed on the CR Site or on Third Party Sites are the property of the owners of the relevant material and may only be used by you as permitted by these Terms or by law or as expressly authorised by the owner. |
| |
(b) |
All copyright, patents and database rights in the HTML, designs, programming and information comprised in the CR Site and the Site (other than the Information provided by you under clause 4.2.(b)) are owned by us or our licensors and you will not have or acquire any rights in or to the CR Site or the Site other than as expressly set out in these Terms. |
| |
(c) |
It is your responsibility to protect the copyright, trade marks and trade names contained in the Information and to provide to us any relevant notices or disclaimers relating to ownership of such intellectual property rights for use on the Site. |
| 7. Indemnity |
| |
(a) |
You will indemnify us against any loss, damage, costs and expenses (including reasonable legal fees and costs) incurred by us in connection with: |
| |
|
- any claims brought against us or our business partners arising from use of the Information in accordance with this agreement;
- any breach by you of any of these Terms; and
- any other claim brought against us or our business or partners arising from a customers use of your Property and any facilities at that Property.
|
| 8. Data Protection |
| |
(a) |
Each party will ensure that the requirements of the Data Protection Act 1998 and any other relevant legislation are met in performing our obligations under these Terms. |
| |
(b) |
All data received or created by us in relation to users of the Site, the AH Site or Third Party Sites (Data) shall, on creation, will belong to us. You expressly assign to us any and all rights you may have or acquire in the Data. You will not, without our prior written consent: |
| |
(c) |
disclose the Data to any third party; or |
| |
(d) |
use the Data for any purpose other than for the purposes of administering bookings for the Property and providing accommodation to guests who have made a booking via the Service. |
| |
(e) |
Before you can accept these Terms you may wish to review our privacy statement on our website. |
| 9. Termination |
| |
(a) |
This agreement may be terminated immediately by us if you: |
| |
|
- commit a material breach of any of these Terms which (in the case of a breach capable of being remedied) is not remedied within ten days of a written request to do so; or
- have a receiver or administrative receiver appointed, you pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, you become subject to an administration order, enter into any voluntary arrangement with your creditors or you have a bankruptcy order made against you or anything equivalent occurs under any national or local law.
|
| |
(b) |
We may immediately terminate this agreement if you do anything which is incompatible with the Service or you do anything which may affect the quality of the Service, or if the client fails to honour reservations made through the CR system, or if the client fails to satisfy the requested allocation noted in 4.3 (h). |
| |
(c) |
If we terminate this agreement for any of the above reasons, we reserve the right to cancel the contract without notice and the client agrees to pay any monies due within 30 days to the company’s registered office.
In cases where clients avail of a “Target Deal”, all monies become payable and are considered owed regardless of whether or not the target has been met at the time of cancellation of the agreement.
In addition to the monies owed, a cancellation fee of €150 will also apply. |
| |
(d) |
On termination of this agreement you shall cease to be entitled to use the Site or hold yourself out as connected with us in any way. |
| |
(e) |
On termination of this agreement, you will cease to use the Information for any purpose. |
| |
(f) |
Any termination of this Agreement (however occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into force on or after such termination. |
| |
(g) |
The client may cancel the agreement at any time with CR by giving 3 months written notice by registered post and pay any monies due to the company’s registered office.
In cases where clients avail of a “Target Deal”, all monies become payable and are considered owed regardless of whether or not the target has been met at the time of cancellation of the agreement.
In addition to the monies owed, a cancellation fee of €150 will also apply. Upon giving the specified 3 months notice, the client may not withdraw all rates and availability and must endeavour to provide CentralR with a reasonable inventory for the duration of the 3 month notice period. |
| 10. Limitation of Liability |
| |
(a) |
If a fault occurs in the Site, the CR Site or a Third Party Site, you should report it by contacting the CR Help Line. We will use reasonable efforts to remedy any faults or procure that the relevant third party does so, however we make no promise that the Service will be uninterrupted or error free. |
| |
(b) |
Your access to the Site or the CR Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the Service as soon as it reasonably can. |
| |
(c) |
Our obligations under these Terms are limited to providing the Service so far as it is under our control. We are not responsible to you for any error, omission, interruption, defect, delay in operation or transmission or other failure to provide the Service which results from a reason beyond our control. |
| |
(d) |
We will not be liable for your loss of profits, wasted expenditure, corruption or destruction of data or any other loss which results from your use of the Service, even if we are aware of the possibility of such damage arising., our maximum total liability to you under these Terms is limited to €1,000. |
| |
(e) |
We do not warrant that the content on the Site, the CR Site or Third Party Sites will be free from errors or viruses or that it will not be defamatory or offensive. |
| |
(f) |
We expressly disclaim any and all warranties including, without limitation, any warranties as to the availability, accuracy, or content of information, products, or services, or any terms, conditions or warranties of quality, merchantability or fitness of the Service for a particular purpose. |
| 11. The Client Shall |
| |
(a) |
Advise the Company in writing of any addition or change to the property. |
| |
(b) |
Agree to continued and exclusive use of the company's link for all online bookings on the website in a position of the company's choice for the duration. |
| |
(c) |
Agree to provide the company with continued room availability and room rates which are reasonably deemed to be adequate and competitive. |
| |
(d) |
Nominate one person to be the principal contact between the parties and to whom the Company shall send all correspondence. |
| 12. Service Limitations |
| |
|
The Services do not include the following non-exhaustive list of items except where such item or action was caused through failure of the Company to fulfill its obligation under the terms of this Agreement:- |
| |
(a) |
Changes to the website by anyone other than the company. |
| |
(b) |
The website being compromised by a "Hacker", that being an unauthorized third party. |
| |
(c) |
The design, logos produced by the company and any code will remain the property of CR |
| 13. Force Majeure |
| |
|
Neither party shall be liable to the other for any loss or damage which may be suffered by the other as a direct result of that party being delayed, prevented or hindered in the performance of it's obligations under that agreement by reason of any circumstances beyond its reasonable control. |
| 14. Confidentiality |
| |
|
The terms of this agreement and all information disclosed by either party, its servants, agents, or contractors to the other party in connection herewith are supplied in confidence and shall be treated by the other party as confidential. This does no apply to confidential information which either party is required to disclose by law or by reason of any rule of any other regulatory body having jurisdiction over that party or with whose directions that party is bound or accustomed to comply. |
| 15. Staff |
| |
|
Neither party will at any time during the continuance of this agreement or within 12 months thereafter solicit or entice away or employ any employee of the other party or attempt to solicit or entice away or employ any employee of the other party. |
| 16. Use of Services |
| |
(a) |
The client agrees to use the services provided by the company as permitted by applicable local, state, and international laws. The client agrees, therefore, not to use these services to conduct any business or activity or solicit the performance of any activity that is prohibited by law. |
| |
(b) |
b) The client is solely responsible for any legal liability arising out of, or relating to, his/her web site. The client represents and warrants to the company that it holds the necessary rights to permit the use of any of the items on his/her web site, and, that the use, reproduction, distribution, transmission or display of any data to the public, and any material to which the public can link through, or any products of services made available to the public through his/her web site, and will not - |
| |
|
- Violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, business or personal dispute or argument, invasion of privacy or rights of celebrity, violation of any anti discrimination law or regulation, or any other right of any person or entity, or any personal or business argument or dispute; or
- Contain any material that is: unlawful, pornographic, of an adult nature, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically, disputatiously, argumentatively or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, state, national or international law.
- The client agrees to indemnify and to hold the company, and any third party entities related to the company, harmless from and against any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses arising out of or related to:
- The clients breach of any of the forgoing representations and warranties, or any other third party claim with respect thereto.
- The client understands and agrees that hosting of the client website is at the sole discretion of the company and it's the companies sole discretion discontinue web site hosting service to any clients operating a web site that company deems to be in violation of these Terms and Conditions.
|
| 17. General |
| |
(a) |
Failure by either party to enforce any of the terms of this agreement will not be construed as a waiver of rights. |
| |
(b) |
This Agreement sets forth the entire Agreement between the parties and supercedes and cancels all prior communications representations warranties and agreements whether oral or written between the parties in relation to the subject matter of this Agreement. |
| |
(c) |
If the Client is more than one person all agreements and undertakings on the part of the Client contained herein shall be joint and several. |
| |
(d) |
Any notice given by either party to the other under this Agreement shall be in writing to the address given in the schedule. |
| |
(e) |
The invalidity or un-enforceability for any reason of any Clause apart of this Agreement shall not prejudice or affect the validity or enforceability of the remainder. |
| |
(f) |
This Agreement shall be deemed to be made in Ireland (or any other place as specified in agreement) and shall be subject to and construed in accordance with Irish Law (or any other country's law as specified in the agreement). |
| |
(g) |
Any dispute or arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration. Differences arising out of or in connection with this contract shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators London. |
| |
(h) |
It is not intended that any third party shall have the right to enforce any provision of these Terms under the Contracts. |
| |
(i) |
Each party shall keep confidential all information, whether written or oral, concerning the business or affairs of the other party which is obtained or received as a result of the discussions leading up to, the entering into or the performance of these Terms. |
| |
(j) |
Nothing in these Terms will be deemed to constitute a partnership or any employment relationship between the parties nor will anything be deemed to constitute one party the agent of the other for any purpose. |
| |
(k) |
No failure or delay by either us or you to exercise any right or remedy will be construed or operate as a waiver of that right or remedy. |
| |
(l) |
The company and or owner reserve the right to alter these terms and conditions including alterations required by law or regulation. Updated terms and conditions will be available on www.CentralR.com. If you as a hotel disagree with the new Terms and Conditions, then you may cancel the contract with CentralR by giving written confirmation of your intention to cancel and the date you wish to cancel, where material changes are made to these terms and conditions. If you do not cancel after 90 days of the new terms and conditions being published on www.CentralR.com, then it will be deemed that you have accepted the new Terms and Conditions and standard cancelation/termination/severance terms will apply as per clause 9.
|
| |
(l) |
Any rights not expressly granted herein are reserved. |
| |
(m) |
If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. |
|
