ACCOMMODATION AGREEMENT PRINCIPAL TERMS
These Terms are to be read alongside the Accommodation Agreement
The terms form the basis of the contract between
Luxos Select Limited, (herein after “hi.com”) a company established under laws of Hong Kong with its registered office at Room 2302, Sing Pao Building, 101 King’s Road, North Point, Hong Kong, and The Accommodation provider as specified in the Accommodation Agreement (herein after the “Accommodation”, collectively the “Parties”.)
hi.com is appointed as a non-exclusive promoter and distribution channel for the Accommodation via its online Platforms with the Accommodation Information supplied by the Accommodation, and the Accommodation shall pay the agreed commission to hi.com for its services rendered above and beyond those rooms pre purchased by hi.com. Both Parties mutually recognize sufficient legal power to agree upon and oblige themselves to act according by mutual agreement in accordance with the following terms and conditions.
Unless otherwise specified in this Accommodation Agreement, the definitions, abbreviations and nomenclature set forth in the General Terms & Conditions (“Terms”) shall be adopted herein. The Accommodation Agreement, together with these Terms form an integral part of the Agreement between the Parties.
1. SERVICES OF hi.com
hi.com hereby agrees and undertakes the following:
1.1 hi.com shall make rooms of the Accommodation available for reservations and sales via its online Platform and affiliates and accept reservations and bookings by the Guest on behalf of the Accommodation in accordance to the agreed rates and room allotments. Subject to Clause 2.3.3 of the Terms, the rate shown to Guests on the Platform shall comply with local laws concerning the display of VAT, sales tax, charges and all such other (national, governmental, provincial, state, municipal or local taxes, fees, charges or levies if applicable).
1.2 hi.com and the Accommodation shall provide Customer Services to the Guest who makes reservation on the Platform prior, during and after their stay, where applicable.
1.3 Subject to Clause 2.5.1 of the Terms, hi.com shall either notify the Accommodation directly upon any Guest’s reservation made on the Platform by sending confirmation messages or by instant confirmation generated by the distribution system’s integration between hi.com and the Accommodation, subject to implementation.
1.4 hi.com is authorized at the Accommodation’s discretion to access payment made by the Guests via its Platform by any payment means including any credit card information, on behalf of the Accommodation and will be collected in an account (“Fund Account”). The funds stored in the Fund Account, will be transferred to the Accommodation’s designated bank account or accessed by use of a Virtual Credit Card.
1.5 hi.com can elect to allow the Guest to pay directly at the hotel for their rooms at the discretion of the Accommodation. hi.com will transfer the Guests payment details to the Accommodation in a secure and industry recognized manner.
1.6 hi.com shall refer all complaints, enquiries and/or disputes to the Accommodation that relate to any Guest’s stay at the Accommodation including any guest review on its Platform.
1.7 Subject to Clause 2.6 of the Terms, hi.com shall verify the credit card information, where applicable, with the payment processor. For any default in payment, hi.com shall inform the Hotel for alternative means of payment. If the Guest is unable or unwilling to provide alternative mean, hi.com may cancel the booking.
1.8 hi.com has its sole discretion to advertise and promote the Accommodation on its Platform.
1.9 Room Purchase: Subject to clause 4.5 of the Terms, hi.com shall pre purchase from the Accommodation an amount as specified in the Accommodation Agreement of rooms in the Accommodation on a pre defined period basis. hi.com will provide the payment of the rooms purchased in advance of the pre defined period.
1.10 The amounts specified in the Accommodation Agreement shall be renewed during the pre defined period for the forthcoming period subject to Clause 4.5 of the Terms
2. OBLIGATIONS OF THE ACCOMMODATION
The Accommodation hereby agrees and undertakes the following:
2.1 Accommodation Information: The Accommodation shall conscientiously and diligently for the purpose of updating the information on the Platform, on a regular basis, provide the prices, details on room availability and all other relevant information in respect of the Accommodation to hi.com.
2.2 Room Availability: Subject to Clause 2.3 of the PRINCIPAL TERMS and Clause 2.2.2 of the Terms, the Accommodation shall, regularly, provide room availabilities to hi.com for its service throughout the term of this Agreement.
2.3 Last Room Availability (“LRA”): The Accommodation shall guarantee, where integration with the channel manager is completed, to provide Last Room Availability per night to hi.com, and hi.com has the LRA right to buy the room from Accommodation.
2.4 Best Available Rate: Subject to Clause 2.2.1 of the Terms, the Accommodation hereby agrees and undertakes that they will offer rooms for the same accommodation, same room type, same date, same bed type, same number of guests, same or better amenities and add-ons, etc. at the same rate or better rate as Booking.com and other channels illustrated in the same Clause.
2.5 Payment: hi.com is paid with an agreed commission calculated by a fixed commission rate as specified in the Accommodation Agreement The Commission shall be paid and settled on a monthly basis subject to Clause 3 of this Accommodation Agreement and Clause 2.3 & 2.4 of the Terms. This only applies for rooms not pre purchased by hi.com
2.6 Overbooking: In the event of any incorrect or over-booking caused by the Accommodation, the Accommodation, subject to Clause 2.6 of the Terms, shall secure alternative accommodation for the Guest on an equal or better standard that, and at reasonable distance from the Accommodation as well as provide full complimentary transportation to and from the alternative accommodation and solely bear any difference in the room rate above the net rate agreed at the time of the booking and hi.com may arrange alternative accommodation on behalf of the Accommodation and the Accommodation shall reimburse all the costs and expenses (including taxes) incurred from such overbooking.
3.1 In consideration of hi.com’s marketing and procuring bookings for the Accommodation’s rooms and with reference to Clauses 1.8 & 2.3 of the principal terms, the Accommodation hereby agrees and undertakes to pay to hi.com commissions as specified in the Accommodation Agreement of the net room rates, after tax and service charge (on a per room night basis) offered to its Guests allowing for rooms that have been pre purchased as outlined in Clause 1.9 of the principal terms. Such commission is to be directly deductible from the payments made by the Guests to the hotel and paid to hi.com in the month after the guest check-out date.
3.2 Commission for bookings in a calendar month that contains the (scheduled) departure dates of the Guests in such month will be deducted (save for free cancellations made through hi.com and in accordance with the cancellation policy of the Accommodation) after an invoice is issued to an Accommodation in accordance with Clause 4 of Principal Terms and Clause 2.4.2 of the Terms.
3.3 With reference to Clause 2.4.4 of the Terms, in the event any Guest make payment to the Accommodation directly due to any reservation made via the Platform, the Accommodation shall also pay hi.com with the agreed commission at the fixed commission rate under Clause 3.1 of the Principal Terms by the end of each calendar month in respect of the Guests’ check-outs.
3.4 No Commission shall be charged on rooms that are pre purchased.
Subject to Clause 3.1 of the Principal Terms, both Parties agree and undertake the following payment terms:
4.1 The Accommodation will collect all payments paid by the Guests by whatever payment means indicated by the Accommodation and if applicable, from the payment processors in a designated account.
4.2 Invoices are processed on a monthly basis and shall be issued to the Accommodation online or by mail, fax or e-mail (at the discretion of hi.com) by the end of each calendar month.
4.3 The Commission invoiced in respect of a month shall be paid by the Accommodation to hi.com.
4.4 The commission in respect of a month, will be transferred to hi.com’s designated bank account within 14 days from the invoice date.
4.5 All commission payments to be deducted under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority.
4.6 In the event of a dispute between hi.com and the Accommodation (e.g. on the amount of the Commission), the Accommodation shall notify hi.com in writing forthwith and shall be resolved by further negotiation of both Parties.
4.7 In accordance with Clause 1.9 of the Principal Terms, hi.com shall remit the amounts specified in the Accommodation Agreement on a periodic basis as specified in Appendix A of the Accommodation Agreement
4.8 Any payments in accordance with Clause 1.9 of the Principal Terms will be renewed prior to the commencement of a renewed pre purchase period as specified in updated Appendix A subject to Clause 4.5 of the Terms.
5. WARRANTY AND REPRESENTATION
Unless expressly specified in the Terms, both Parties shall warrant and represent the following:
5.1 The Accommodation shall always ensure that all Accommodation Information is accurate and updated; In any event of failing, the Accommodation hereby agrees to indemnify and hold hi.com harmless against all loss, liability, claims, expenses and/or costs incurred or suffered by hi.com as a result of the Accommodation’s breach of this clause herein.
5.2 Subject to Clause 2.6 of the Terms, the Accommodation shall indemnity all reasonable costs and expenses incurred from any overbooking or cancellation of bookings on the Accommodation’s part in accordance to Clause 2.6 of this Agreement.
5.3 The Accommodation declares that it has received a copy of the Terms and the Accommodation confirms it has read and understood the Terms.
5.4 Both Parties hereby accept the Terms and agree to adhere to, be bound by and to comply with the Terms (as may be amended from time to time).
5.5 The Accommodation hereby acknowledges its responsibility to immediately upon receipt of any complaints, enquiries and/or disputes, to respond if possible in a timely manner.
Subject to Clause 7 of the Terms, this Agreement shall commence on the signing date hereof (the “Signing Date”) for an indefinite period of time unless it is terminated by either party by a 90-day written notice to the other Party, or at a time to be mutually agreed upon by the Parties.
Unless otherwise specified in the Terms, the following Clauses shall apply:
7.1 The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Accommodation by hi.com.
7.2 Both Parties may assign, charge or transfer their interest in this Agreement or any rights arising under it at any time with the written consent of the other party.
7.3 This Agreement and the Terms collectively constitute the entire agreement and neither Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party which is not set out or referred to in this Agreement.
7.4 The failure of either Party to enforce its rights under this Agreement shall not be construed as a waiver of such rights.
7.5 If any provision of this Agreement is held to be illegal or unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected.
7.6 Neither Party shall be deemed to be in breach of this Agreement if the breach is due to any circumstances beyond its reasonable control, including but not limited to Acts of God, war, civil commotion or industrial dispute.
7.7 No rule of construction or interpretation of contracts shall apply to the disadvantage of a Party for the reason that the Party was responsible for the preparation of this Agreement or any part of it.
7.8 Except for payment obligations, neither Party is responsible for any failure to perform its obligations under this contract, if it is prevented or delayed in performing those obligations by an event of force majeure.
7.9 Any failure of either parties towards Group Companies or affiliates (as specified in Terms) shall give raise to termination of this agreement.
7.10 The Agreement may be entered into online or by way of executing a separate counterpart or by pdf or fax copy, each of which (copies) shall be deemed an original, valid and binding.
By signing the Accommodation Agreement, the Accommodation acknowledges it has read and agrees to the terms stated above and the Terms enclosed herein.
Please find the Terms here