CHANNELS PLUS ADDENDUM

This Channels Plus Addendum is part of the Agreement between the Customer and SiteMinder. By clicking “I Agree”, or using Channels Plus, the Customer confirms that it has read and agrees to this Addendum.

1. DEFINITIONS AND INTERPRETATION

1.1 Accommodation Information has the meaning given in clause 3.1.

Agreement means the User Agreement or Web Terms, as applicable to the Customer.

ARI means availability, rates and inventory.

Booking Service means a service operated by a Partner through which guests can view, compare and book accommodation and ancillary products and services.

Channels Plus or Channels Plus Platform has the meaning given in clause 2.1.

Channels Plus Children Rate means the room rate set by the Customer for children under 12 years of age.

Currency means the currency set in the Channels Plus Platform.

Customer means the person or entity using the Products or Services.

Customer Collect Booking means a booking where the guest is required to guarantee the booking with credit card details at the time the booking is made on the Booking Service, but payment is collected by the Customer.

Completed Booking means a booking, which was booked via a Booking Service, that has been charged by the Customer (including cancellations and no-shows outside of the free cancellation period).

Gross Invoicing has the meaning given in clause 4.1(b)(i).

Net Invoicing has the meaning given in clause 4.1(b)(ii).

Partner means SiteMinder’s connected software and service partners such as online travel agencies and similar distributors and wholesalers of, and marketplaces for, temporary accommodation, with access to the Channels Plus Platform.

Partner Collect Booking means a booking where the Partner collects payment on behalf of the Customer via the Booking Service.

PCI DSS means the Payment Card Industry Data Security Standard issued by the Payment Card Industry Security Council, as updated from time to time.

Property means the temporary accommodation building owned or managed by the Customer.

SiteMinder Commission per booking is equal to the multiple of (i) the number of nights stayed with and/or charged by the Customer, (ii) the rate per room per night exclusive of taxes but inclusive of fees, levies and other charges, including but not limited to any extras or add-ons chosen or agreed to by the guest at the time of the booking or during the guests’ stay, such as meals, late check-out/early check-in fees, extra person charges, resort fees, theatre tickets, service fees, (iii) the number of rooms booked by the guest, and (iv) the commission percentage stated on the Channels Plus Platform.

Tax means any sales tax, value added tax (VAT), goods and services tax (GST) or other applicable tax in the applicable jurisdiction.

User Agreement means an agreement between the Customer and SiteMinder governing the use of the Products and Services.

VCC means a Virtual Credit Card.

Web Terms means SiteMinder’s standard terms and conditions, available at www.siteminder.com/legal.

1.2 All capitalised terms used but not defined in this Addendum have the meaning given to them in the Agreement.

1.3 If any provision of this Addendum conflicts with the Agreement, the terms of this Addendum will prevail.

2. CHANNELS PLUS PLATFORM

SiteMinder has developed an API that enables Customers to upload ARI and other content/information to a marketplace where Partners (contracted with SiteMinder) can view and pull the Customer’s Accommodation Information so that it can be featured and sold through their Booking Service (Channels Plus Platform). Customers can choose which Partners may view the Accommodation Information.

2.2 SiteMinder will provide the Customer with access to the Channels Plus Platform to upload Accommodation Information, view bookings, and view Partner promotional deals made available by SiteMinder.

2.3 By participating in Channels Plus, the Customer:

1. acknowledges that SiteMinder:
   1. will provide Partners (contracted with SiteMinder) with access to the Channels Plus Platform to view the Customer’s ARI and Accommodation Information so that it can be featured and sold via the Booking Service;
   2. does not guarantee that any particular Partner will have access to the Channels Plus Platform;
   3. does not guarantee the sale of inventory uploaded to the Channels Plus Platform;
   4. has no control over the order in which a Property is listed for display via the Booking Service;
   5. may initiate promotional deals via the Channels Plus Platform, which the Customer may elect to participate in subject to any additional terms and conditions contained therein, including but not limited to varying the SiteMinder Commission. The Customer acknowledges that any reference to the ability to create a “direct agreement” with a Partner is a form of promotional campaign made available by SiteMinder and does not create a direct contractual relationship between the Customer and Partner; and
   6. may, in its sole discretion, allow the Customer to initiate promotions for selected Partners via the Channels Plus Platform in respect of the Customer’s available inventory, including but not limited to varying room rates;
2. acknowledges that once a Partner pulls the Customer’s available inventory from the Channels Plus Platform, that inventory must not be sold by the Customer via any other means; and
3. grants SiteMinder a non-exclusive, royalty-free, worldwide and sub-licensable right to store, copy, distribute, display, publish and otherwise use the Accommodation Information to perform its obligations under this Addendum.

2.4 The Customer must comply with SiteMinder:

1. fair use policies related to the Channels Plus Platform; and
2. reasonable directions regarding the use of the Channels Plus Platform.

2.5 SiteMinder reserves the right to suspend, amend or remove from publication any Accommodation Information or other content uploaded by the Customer to the Channels Plus Platform.

2.6 The Customer is entitled to enter into a direct agreement with the Partner regarding its use of the Channels Plus Platform. If any inconsistency or conflict arises between the terms of this Addendum and the Partner’s terms, the terms in this Addendum will prevail.

3. ACCOMMODATION INFORMATION

3.1 The Customer must upload accurate and updated information (including photos and videos) to the Channels Plus Platform about the Customer and its rooms, amenities and services, rates in the Currency (including all applicable taxes, levies, surcharges and fees, unless otherwise agreed by SiteMinder in writing), cancellation policies, payment terms and other necessary terms and conditions, and anything required by law to be displayed (such as licensing) (Accommodation Information).

3.2 The Accommodation Information must be true, accurate, not misleading, and updated as needed to ensure its accuracy. Room images must include tags/titles indicating the room type. The Customer must disclose if any star rating is self-rated.

3.3 SiteMinder must ensure that the Accommodation Information:

1. is accurately displayed on the Booking Service; and
2. is used by the Partner solely for the purposes of this Addendum,

unless otherwise agreed by the Customer in writing.

3.4 The Accommodation Information remains the exclusive property of the Customer. If SiteMinder or the Partner creates any translations of the Accommodation Information, those translations become the exclusive property of SiteMinder or the Partner (as applicable) and must not be used by the Customer for any other distribution channel or purpose.

4. BOOKINGS

4.1 The Customer acknowledges that:

1. guest bookings will either be a Partner Collect Booking or a Customer Collect Booking, at the Partner’s discretion; and
2. at the time of the booking confirmation, the Partner will specify whether the booking follows:
   1. the gross invoicing method, where the Customer receives 100% of the booking funds and is invoiced by SiteMinder for the SiteMinder Commission monthly (Gross Invoicing); or
   2. the net invoicing method, where the Partner pays the SiteMinder Commission to SiteMinder and passes on the net total booking amount to the Customer (Net Invoicing),
   which will be notified to the Customer via the SiteMinder platform.

4.2 SiteMinder must:

1. ensure the Partner provides the Customer with written confirmation of any booking made via a Booking Service (Booking Confirmation); and
2. ensure the Partner provides the guest with a copy of the Booking Confirmation.

4.3 In respect of Customer Collect Bookings:

1. SiteMinder must ensure the Booking Confirmation includes the credit card details provided by the guest to guarantee the booking;
2. the Customer must verify the validity of credit card details included with the Booking Confirmation and pre-authorise the credit card. If the credit card is invalid or cannot be pre-authorised, the Customer must notify the relevant Partner. The Partner may invite the guest to guarantee the booking using different credit card details. If the guest is unable or unwilling to do this, the Partner will cancel the booking;
3. the Customer is solely responsible for ensuring the validity of credit card details provided by the guest. Neither the Partner nor SiteMinder will have any liability if the credit card details provided by the guest are invalid;
4. once a booking becomes non-refundable, the Customer may charge the guest for the Completed Booking, including applicable taxes, for which the Customer will be liable and remit to the relevant tax authorities; and
5. the Customer must charge the guest in the Currency. If this differs from the currency in the Booking Confirmation, the Customer may use a fair and publicly available exchange rate.

4.4 In respect of Partner Collect Bookings:

1. once a booking becomes non-refundable, SiteMinder will provide the Customer with a single-use VCC issued by the Partner. The VCC will include a 16-digit account number, expiry date and “CVV/CVV2” code (VCC Details):
1. if the Partner has nominated a Gross Invoicing method for the guest booking, the VCC will be loaded with the funds paid by the guest for the booking on the Booking Service in the Currency; or
2. if the Partner has chosen the Net Invoicing method for the booking, the VCC will be loaded with the funds net of the SiteMinder Commission owed on each booking;
2. the Customer may use the VCC Details to collect payment for the booking;
3. the Customer must verify the validity of credit card details included with the Booking Confirmation and authorise the credit card once active and without undue delay. If the credit card is invalid or cannot be authorised, the Customer must notify the relevant Partner. The Partner may invite the guest to guarantee the booking using different credit card details. If the guest is unable or unwilling to do this, the Partner will cancel the booking;
4. the Customer is solely responsible for ensuring the validity of credit card details provided by the guest. Neither the Partner nor SiteMinder will have any liability if the credit card details provided by the guest are invalid;
5. the Customer must not collect payment from guests in respect of any amounts already paid to the Partner;
6. the Customer may incur a surcharge from payment processors in connection with the use of the VCC, which may appear as a separate transaction;
7. the Customer acknowledges that it is liable for all transactions made using the VCC, including any unauthorised transactions where the Customer has contributed to the loss by:
   1. breaching or compromising the security of the VCC Details; or
   2. delaying the reporting of the loss, theft or misuse of the VCC Details;
8. the Customer acknowledges that SiteMinder is not responsible for any decision by a payment processor to accept or reject the use of a VCC or for any charges incurred by any unauthorised user of the VCC;
9. the Customer must:
   1. only use the VCC to collect payment for the booking in accordance with this clause 4.3, and for no other purpose;
   2. only use the VCC once, and only in respect of the relevant booking for which it was issued;
   3. not provide the VCC Details to anyone else;
   4. use the VCC before the expiry date;
   5. not use the VCC if the VCC Details are lost or stolen or if the Customer suspects that someone else knows the VCC Details, and must
   6. immediately inform SiteMinder in such circumstances; and
   7. comply with any additional security requirements as notified by SiteMinder from time to time;
10. the Customer agrees to cooperate with SiteMinder in investigating any claims relating to the misuse of a VCC; and
11. the Partner may reverse (chargeback) a VCC charge if there is a dispute regarding the booking. The Customer will provide SiteMinder with all necessary assistance and information related to the dispute, which will be resolved by the parties in accordance with the dispute resolution procedures contained in the Agreement.

4.5 In respect of all bookings, the Customer must:

1. subject to clauses 4.3(b) and 7, accept a guest that has booked via the Booking Service and handle the booking in compliance with the Booking Confirmation, including any supplementary information and/or wishes made known by the guest;
2. immediately notify SiteMinder of any cancelled bookings and no-shows via the Channels Plus Platform;
3. accept that only guests under 12 years of age are entitled to the Channels Plus Children Rate; and
4. accept all major credit cards (including MasterCard, Visa and American Express).

5. SITEMINDER COMMISSION

5.1 In consideration of the parties’ respective obligations under this Addendum, the Customer agrees as follows:

1. for Gross Invoicing bookings, the Customer must pay to SiteMinder the SiteMinder Commission for Completed Bookings, which will be invoiced monthly. The Customer may request a commission adjustment if a guest checks out early. Any such request must be submitted immediately, and no later than five calendar days after the first day of the month following the guest’s departure; and
2. for Net Invoicing bookings, the SiteMinder Commission will be collected from the Partner and SiteMinder will provide the Customer with a monthly statement of the SiteMinder Commission paid. ​Commission adjustments are not permitted for Net Invoicing bookings.

5.2 The SiteMinder Commission is exclusive of Tax unless otherwise stated by SiteMinder in writing. If Tax applies to the SiteMinder Commission, SiteMinder may add an amount equal to the applicable Tax.

5.3 If the SiteMinder Commission has been calculated in a currency other than the invoice currency, SiteMinder may use publicly available foreign exchange rates to convert the amounts payable by the Customer to the invoice currency.

5.4 Without prejudice to clause 2.3(a)(v), SiteMinder may change the SiteMinder Commission by providing the Customer with at least 30 days’ written notice. If the Customer does not accept the change, it must cease using Channels Plus before the end of the notice period.

6. PCI DSS COMPLIANCE

The Customer warrants that it will:

1. store, process and transmit all Personal Information, including cardholder data, in accordance with the PCI DSS, remain compliant with PCI DSS for the duration of the Agreement, and provide evidence of compliance upon SiteMinder’s request; and
2. immediately notify SiteMinder in the event of any non-compliance with PCI DSS.

7. OVERBOOKINGS AND CANCELLATIONS

7.1 The Customer must notify SiteMinder and the relevant Partner of overbookings as soon as possible and use all reasonable efforts to arrange alternative accommodations of equal or superior quality for the affected guests.

7.2 If the Customer notifies SiteMinder and the relevant Partner of an overbooking:

1. less than 2 Business Days before the check-in date or more than 24 hours after the Customer received the Booking Confirmation, the Customer will be liable for all reasonable costs associated with arranging suitable alternative accommodations for the guest(s), including transportation to the alternative accommodation; or
2. 2 or more Business Days before the check-in date and within 24 hours of the Customer receiving the Booking Confirmation, the Partner will cancel the booking, and the Customer will not be liable for costs related to alternative accommodation.

7.3 If booking issues arise due to errors caused by the Customer, the Customer must honour the booking. The Customer must not cancel a booking and allow the guest to re-book directly with the Customer.

8. SUPPORT

The parties must comply with the support requirements outlined in Annexure A.

9. MARKETING

SiteMinder and Partners may promote the Customer in online marketing, including email marketing and pay-per-click advertising.

10. GUEST REVIEWS

10.1 SiteMinder is not liable for the content and consequences of guest comments or reviews published by a Partner via the Booking Service or other forum.

10.2 The Partner retains ownership of all Intellectual Property Rights in the guest reviews and the Customer must not publish, market, promote, copy, or otherwise use the guest reviews without SiteMinder’s prior written approval.

11. TERMINATION

The Customer may cease using Channels Plus by notifying SiteMinder in writing.