Technology License Agreement
By continuing you accept that you have read and understood the contents herein, and agree to be bound by the Terms and Conditions of this License Agreement.
This is the schedule referred to in an agreement between HOTELS TV LTD incorporated and registered in England (Company No. 04312987), registered office Suite 9, 30 Bancroft, Hitchin, Hertfordshire, SG5 1LE (Company/Licensor), and the purchaser as mentioned above (‘Licensee”). This schedule is intended to (a) indicate the proposed terms of the Agreement and includes the following:
•License to operate as an independent booking agent using the technology provided and hosted by www.hotels.tv. Non-exclusive and with no particular territory or destination.
•Public website on hotels.tv website under the name of your business
•Use of up to 10 Private Booking Areas (PBAs) with complete booking technology.
•Online control panel, booking system and site management, including easy hotel invoicing system.
•Online training, manuals, guides, video tutorials. Additional support and training packages available at extra cost.
•Technology management, hosting and ongoing technical support 24/7, developments and upgrades.
Terms and Conditions:
The standard terms and conditions appended to these Particulars (Terms and Conditions). The Particulars and the Terms and Conditions (both of which have been received, read and understood by the parties) form the basis of this agreement and the contractual arrangements between the parties. Various terms of this agreement cross refer to the provisions of the attached Schedule. This agreement has been entered into on the date stated above.
1.1In this agreement where the context admits the following expressions shall have the meanings set out below:
Additional User: an additional person who (on behalf of the Licensee) is to operate the Profile Page and/or to upload information onto the Profile Page and/or to use the software provided on the Profile Page and Website.
Additional User Fee: the sum listed as the Additional User Fee in the Schedule payable in respect of each Additional User in advance either monthly or annually in accordance with the Schedule
Affiliates: any third party company or website application used to provide a service or function within the website including hotel suppliers, Channel Managers and other suppliers as deemed appropriate by the Licensor. These may or may not require integration into the website.
Affiliate Hotels: any Hotels supplied by a third party such as another hotel booking agency or travel supplier. Usually with the Affiliate providing a commission share. Affiliate hotel suppliers are provided at the discretion of the Licensor and the Licensor agrees to continually provide this option for Licensees use.
Booking: any booking of a Hotel (including an Affiliate Hotel) made through the Profile Page
Business: the business of advertising and marketing Hotels (including Affiliate Hotels) through the Website, including providing advice and guidance to Customers in respect of such Hotels with a view to completing Bookings
Commission (Hotel): the payment to be made by the Hotel to the Licensee.
Commission (Affiliate): is the payment made by the Affiliate supplier to the Licensee or Licensor for any reason. The Licensor will then pass the commission onto the Licensee minus 10% administration charge to be retained by the Licensor.
Confidential Information: any information which is disclosed to the Licensee or Guarantor by the Licensor pursuant to, or in connection with, this agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential) or shall otherwise come into the hands of the Licensee in relation to the Business or the Website other than information which is already in the public domain.
Customer: any member of the general public who accesses the Website other than the Licensee, other Licensees and the Licensor
Destination: the area referred to as the Territory in the Schedule.
Hotels: hotels and any other holiday accommodation or letting of any sort and any meeting room or event venue whatsoever situated in the Destination.
License Fee / Hosting Fee: The fee of GBP£65, EURO€70, USD$80, AUD$100 (+ VAT/GST if applicable) per month required provide the access and operation of the website by the Licensee. Must be paid monthly in advance. Can be cancelled with 30-days notice in writing.
Manual: any manual or training documents (in so far as they are available) setting out the operations and procedures for running the Business through the Website compiled by the Licensor.
Profile Page or Private Booking Areas (PBA): such website page as created and by the Licensor on such part of the Website as deemed appropriate by the Licensor listing the Hotels advertised and marketed by the Licensee (including those marketed on behalf of Affiliates) and details of the Licensee.
Representatives: Any person working with or appointed by the Licensee to represent the Licensee.
Schedule: Licensed Agent Schedule appends to this agreement.
Standard Agreements: the standard agreements from time to time provided by the Licensor to the Licensee for the Licensee in the name of and as agent for the Licensor to contract with a Hotel in relation to the marketing of Hotels on the Profile Page within the Destination where the Hotel pays the Licensee the Licensee’s Commission.
Support Fee: Optional fee paid by the Licensee of GBP£65, EURO€70, USD$80, AUD$100 (+ VAT/GST if applicable) to receive Support for the period of 1 month including 1 x 2 hours 1-2-1 Skype meeting plus unlimited telephone and email support by the Licensor. Must be paid monthly in advance.
Temporary Interruption or Disruption: in relation to the Website, the inability by Customers to access the Website and carry out Business provided that such Interruption and Disruption does not exceed in any given period 10 hours per week or 40 hours per month or 100 hours per year.
Trade Marks: the trademarks and service marks operated by the Website
Trade Name: the name Hotels.tv under which the Business is carried on.
Transaction Fee: The payment to be made by the Licensee to the Licensor monthly for each booking made using the technology. This is a flat rate of GBP£1, EURO€1.25, USD$1.50, AUD$1.75 + VAT/GST (if applicable) per booking to be paid to the Licensor on the last day of the month. These bookings are recorded in the system.
VAT: value added tax or such other similar taxes in any jurisdiction.
Website: the website contained at domain name www.hotels.tv
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to any party shall include that party's personal representatives, successors or permitted assigns.
1.6 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
1.7 Any obligation in this agreement not to do something includes an undertaking not to permit that thing to be done.
2. Creation of Profile Page and Rights granted
2.1In consideration of any Initial Fee and the Hosting Fee and the payments contained in clause 3 of this agreement, the Licensor:
(a)shall create a Profile Page on the Website in such format and in such location (using such links and hyperlinks) on the Website and in such language(s) as the Licensor deems appropriate to enable the Licensee (in accordance with the license contained in clause 2.1(b)) to access the Profile Page in accordance with this agreement and the Manual any standard operating practices, directions or training provided by the Licensor to upload suitable information and material relating to Hotels onto the with a view to generating Bookings;
(b) shall provide the Licensee with such passwords and user information as is necessary to access the Profile Page created under clause 2.1(a);
(c) shall provide a stable website platform including booking technology, fully managed, hosted and support with regular updates to ensure its compatibility with the hotel booking industry and viable trends in the marketplace.
(d) shall consider and perform new developments for the improvement of the website and technology and income earning opportunities of the Licensees and Licensor, from time to time, at the Licensor’s sole discretion, in accordance with Licensor’s business model and financial budgets.
(f) grants the Licensee a license and right to:
- (i)(subject to the provisions of clause 2.2) operate the Business in respect of the Destination (such license being a Non Exclusive license to operate the Business in respect of the Destination) through the Profile Page and to otherwise access and use the Profile Page to upload suitable information and material relating to Hotels and generate bookings for such Hotels in accordance with this agreement and the Manual any standard operating practices, directions or training provided by the Licensor;.
- (ii)use the Licensor's invoicing, management and marketing software on the Website (in so far as they are made available by the Licensor) and any other software from time to time on the Website which is made available by the Licensor with respect to the Business and in accordance with this agreement and the Manual and any standard operating practices, directions or training provided by the Licensor and any relevant third party software licenses relating to such software.
- (iii)upload material and information relating to Hotels onto the Profile Page with a view to generate Bookings in accordance with this agreement and the Manual and any standard operating practices, directions or training provided by the Licensor and any relevant third party software licenses relating to the software utilised on the Website.
Licensees are not permitted to:
- (i)use the Trade Name and Trade Marks in advertising Hotels through the Profile Page and in any advertising approved in accordance with clause 11 of this agreement or on any advertising or other material provided by the Licensor to the Licensee.
- (ii)utilise any agreements prepared by and or in the name of the Licensor for the marketing of Hotels through the Website, without the express written permission of the Licensor. Licensees are required to use their own trading name and hereby fully exonerate the Licensor of any responsibility, financially and otherwise, in any circumstance arising after the License purchase.
2.2 The rights contained in clause 2.1 of this agreement, do not affect the rights of the Licensor to market or advertise any Hotels or Affiliate Hotels on any part Website.
2.3 In exercising the right contained in clause 2.2 of this agreement, the Licensor is entitled to stream video and text of any content, including advertising, across any part of the Website including the Profile Page, provided the content is relevant to the subject of bookings and travel, has been created in the best interests of the brand and business model, and contains no offensive material.
2.4 The license contained in clause 2.1 is for the Licensee (or one person nominated by the Licensee or as otherwise detailed in the Schedule) to operate the Profile Page and/or to upload information onto the Profile Page and/or to use the software provided on the Profile Page and Website.
3. Fees and Commission
3.1 The Licensee will pay a License / Hosting Fee of USD$80 monthly in advance. This is to be paid on invoice on the monthly anniversary of the commencement of the License.
3.2 If any fees due are not received by the due dates, the Profile Page and user access will be suspended. If payment is not made within a reasonable period after this date (determined by the Licensor), then the License may be terminated, unless by separate arrangement provided in writing by the Licensor. The Licensor accepts no responsibility for the loss of any content or information in the event of this occurring.
3.3 The Licensee may terminate this License by providing 30 days written notice. Notices are to be posited to the Hotels.tv Ltd Head Office or emailed to email@example.com. If emailing, you must receive a reply confirmation for this to be accepted.
3.4 Transaction Fees are payable monthly, on the first day of the following month of bookings. This total will be found in the Licensees Administration areas under Hotel Bookings and Invoices. This fee is calculated by $3 x number of bookings made. In the event any of these bookings are cancelled, this fee is still payable. The Licensor as the technology provider takes no responsibility for bookings or cancellations.
3.5 Other services are offered which require the Licensee paying fees in advance. These include monthly Support, additional Private Booking Areas, additional User Licenses, Extended training programs and any other services which may from time to time be made available by the Licensor.
3.6 Payment of fees may be conducted online via the www.rezagents.com website, by credit card, bank transfer or other service as provided from time to time by the Licensor.
4. Inflation: In an effort to ensure operational costs are managed,
the Company reserves the right to increase fees each year on the 12-month
anniversary of the License. This increase is to keep in line with inflation or
to a maximum of 10% per year at the Company’s discretion. 30-day’s notice shall
be provided before any increase is introduced.
The term of the agreement will be monthly, able to be renewed simply by continuing the pay the License Hosting Fee, provided all other fees are up to date also including the Transaction Fee.
6. Licensor's initial obligations
6.1 The Licensor will (provided the Initial Fee has been paid in full without deduction or set off) within a reasonable period following the date of this agreement provide:
(a) a Profile Page on the Website for use by the Licensee during the term of this agreement and otherwise in accordance with this agreement
(b) such general advice as the Licensor sees fit on how to operate the Business through the Website;
(c) a copy on loan of the Manual;.
(d) an optional training programme for the operation of the Business and Website (in such form and using such materials as the Licensor believes appropriate) for the Licensee (or such person nominated by the Licensee) and any Additional User;
(e) a user name and password to access the Profile Page and any other software from time to time made available by the Licensor.
(g) details of any Affiliate suppliers of which the Licensee has access to use content from and details of any associated commission structures. It is assumed any Affiliate supplier will always have an income generating opportunity for the Licensee unless otherwise informed.
6.2 With a view to assisting the Licensee during the initial period of trading, the Licensor hereby agrees to (provided the Initial Fee has been paid in full without deduction or set off and there are no other continuing breaches of this agreement):
- (a)to provide as much guidance and advice to the Licensee as the Licensor deems appropriate (in its absolute discretion) to generate Bookings (such guidance and advice may include the Licensor attending the Destination for such time and on such dates as the Licensor deems appropriate).
7. Licensor's continuing obligations
Provided that the Licensee continues to comply with its obligations under this agreement (including payment of the Support Fee and Initial Fee without deduction or set off and any other fees due and payable under clause 3) the Licensor shall throughout the term of this agreement:
- (a)keep the Website or associated platforms managed and developed by the Licensor operational and relevant 24 hours a day, 7 days a week, subject to definition of Temporary Interruption or Disruption under Interpretations, The Licensor shall not be liable, financially or otherwise for any Temporary or Interruption or Disruption outside of their control, or for Temporary Interruption and Disruptions during repairs or development of the Website for the benefit of both the Licensee and the Licensor.
- (b)ensure the Licensee and any authorised Additional User has continued access to the Website for the purposes of this agreement subject to temporary disruption for repair or development (and the Licensor shall have no liability to the Licensee whatsoever under this agreement or otherwise for any such temporary interruption) to enable the Licensee to conduct the Business through the Website;
- (c)subject to temporary disruption for repair or development) to ensure that the Website has the software necessary to enable to operate the Business from the Website (such software to include such invoicing, management and marketing software as the Licensor deems necessary and (if the Licensor deems appropriate) software to enable certain Customers to register on the Website with a view to expediting the booking process for such Customers);
- (d)provide such improvements and additions to the Website as the Licensor (in his absolute discretion) sees fit;
- (e)to update the Licensee of any changes to the persons listed as Affiliates.
8. Licensee's obligations
The Licensee shall at all times during the term of this agreement (and shall procure that any person authorised to access the Website or any Additional User or Representative shall):
(a) operate the Business through the Profile Page and in accordance with the Manual and standard operating practices, directions and training provided by the Licensor;
(b) use any software made available by the Licensor in accordance with the Manual and standard operating practices, directions and training provided by the Licensor and any third party software licenses relating to such software;
(c) undertake the initial training required by the Licensor, on a reasonable basis, to operate the technology;
(d) only market Hotels through the Website under the Licensees own name or business name;
(e) to ensure any Affiliate Hotels marketed on the Profile Page are only so marketed with the consent of the Affiliate and/or Licensor;
(f) not create the impression or advertise any relationship or agency between the Licensor and Licensee other than in a technology license arrangement only.
(g) not take any action to restrict the ability of the Licensor to ensure the correct use of Affiliate Hotels by the Licensee on the Profile Page;
(h) ensure that all fees and payments due are paid on time.
(i) only use up-to-date and accurate Standard Agreements from time to time provided by the Licensee when entering into contractual arrangements with a Hotel;
(j) not to use any Confidential Information other than for the purpose of the Business;
(k) not to upload or facilitate or permit the uploading of offensive, racist, derogatory, defamatory or otherwise illegal material or writings to the Website;
(l) ensure the availability of suitable reporting facilities (whether by e-mail or telephone) for any user of the Website to report material on the Profile Page which may be offensive, racist, derogatory, defamatory or otherwise illegal;
(m) ensure that any material, information or data uploaded to the Website does not contravene any legislation relating to copyright, design rights, trademarks or trade secrets and that all such material, information or data has been uploaded with all necessary consents;
(n) ensure that in operating the Business through the website it does not breach the Data Protection Act 1998 or other legislation relating to the protection of data;
(p) ensure compliance with all applicable statutes in the operation of the Business and the Website;
(q) not to use the Trade Marks, Trade Name, Website or any intellectual property contained on or in that Website other than in accordance with this agreement.
(r) not to cause or permit any harm or damage to be caused to the Website Trade Marks, Trade Name or goodwill of the Website.
(s) ensure that if the Licensee in operating the Website is deemed to be an organiser for the purposes of the Package Travel, Package Holidays and Package Tours Regulations 1992 then the Licensee must have an display the necessary accreditations required, such as ATOL, ABTA and IATA registrations permitting such package sales and protecting the consumer;
(t)ensure that no information contained on the Profile Page or uploaded by the Licensee or at the request of the Licensee onto the Website is in breach of any third party’s copyright or other intellectual property rights;
(u) not to advertise anything on the Website other than Hotels and Affiliate Hotels or travel packages with respect to clause 8.s. (if so directed by the Licensor) without the written consent of the Licensor. The Licensee may promote complimentary services such as airport and other transfers, tours, attractions, event information and local services provided they are deemed to be in keeping with the main purpose of the web page or Private Booking Areas.
(v) The Licensor has the right to remove any links or information it deems to be not relevant or compromises the integrity of the website or business;
(w) allow the Licensor to assess all material posted on the Website and to remove any material which it (at its sole discretion) believes is in breach of this agreement;
(x) ensure all prices and other information relating to the Hotels and Affiliate Hotels are listed correctly and accurately on the Website and Profile Page and are up-to-date;
The Licensee shall be responsible to take out, or be responsible for any insurance cover which may be required in the normal course of busines.
11.Transfer of License
11.1The Licensee may transfer or sell the benefit of this agreement for the purpose of continuation. The Licensee cannot sell part there of or sell or assign a separate Agent without the express written permission of the Licensor.
12.1 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, the Licensor may terminate this agreement without liability to the Licensee:
(a) immediately (or following such notice period as it sees fit and without any recourse to the Licensee), if the Licensee
- (i)commits a breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
- (ii)repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
- (iii)suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts
13.Conditions following termination
13.1 On termination the license shall immediately terminate without any recourse whatsoever to the Licensee and the Licensor shall:
(a) cease the Licensees ability to operate the Business through the website by closing access
(b) remove the Profile Page from the Website
(c) pursue any unpaid debt
This agreement contains all the terms which the parties have agreed in relation to the license granted by this agreement and the Licensee and the Guarantor acknowledges that he has not entered into this agreement in reliance on any representation or statement made by the Licensor not expressly set out in this agreement.
16.1The Licensee shall comply with applicable Bribery Laws all Licensor Policies relating to prevention of bribery and corruption (as updated from time to time), and shall ensure that:
(a)all of the Licensee’s personnel;
(b)all of the Licensee’s subcontractors; and
(c)all others associated with the Licensee,
involved in performing services for or on behalf of the Licensee or otherwise involved with this Agreement so comply.
16.2 Without limitation to the above sub-clause, the Licensee shall not directly or indirectly:
(a)offer, promise or give a bribe, other improper payment or advantage (financial or otherwise) to another person (including any third party);
(b)request, agree to receive or accept any bribe, other improper payment or advantage (financial or otherwise); or
(c)bribe any foreign public official intending to influence that foreign public official in their capacity as a foreign public official and obtain or retain business or an advantage in the conduct of business (including any trade or profession) where the written law applicable to that foreign public official does not permit or require them to be influenced by the relevant offer, promise, gift or advantage,
either in the United Kingdom or elsewhere, in breach of applicable Bribery Laws.
The Licensee shall indemnify the Licensor against any direct loss, reasonable costs or expenses incurred by the Licensor arising from any breach of this agreement or any act, neglect or default of the Licensee, its agents and employees or any Additional User.
18. No partnership or agency
Unless specifically contained in this agreement it is not intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute the Licensee the agent of the Licensor, nor authorise the Licensee to make or enter into any commitments for and on behalf of the Licensor
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
The termination of this agreement (for whatever reason) shall not terminate any provision which is expressly or by implication provided to come into or continue in force after such termination and shall be without prejudice to the accrued rights and liabilities and other remedies of the parties to this agreement.
21.1If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.
21.2If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If the Licensee fails to make any payment due to the Licensor under this agreement by the due date for payment (due date), and these debts are older than 30 days, then, without limiting the Licensor's remedies, the Licensee and/or Guarantor shall pay interest on the overdue amount at the rate of 1% per annum above Barclays base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Licensee and the Guarantor shall pay the interest together with the overdue amount. The Licensee and Guarantor shall pay all the Licensor's costs, charges and expenses directly or indirectly incurred in obtaining or otherwise enforcing payment of the same. This clause shall not apply to payments that the Licensee contests in good faith.
24.1Any notice required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier or e-mail, to each party required to receive the notice or other communication at its address as set out below:
(a)Licensor: the registered office of the Licensor; or
(b)Licensee: the address contained in the particulars attached to this agreement
the e-mail address: the e-mail address contained in the particulars attached to this agreement
(c)Guarantor: the address contained in the particulars attached to this agreement; or
the e-mail address: the e-mail address contained in the particulars attached to this agreement
or as otherwise specified by the relevant party by notice in writing to each other party. The provisions of this clause do not apply to the service of any formal proceedings under any litigation or insolvency proceedings.
24.2Any notice or other communication shall be deemed to have been duly received:
(a) if delivered personally, when left at the address and for the contact referred to in this clause; or
(b) if sent by e-mail, 24 hours from delivery if no notice of delivery failure is received; or
(c) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or
(d) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
25.Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales
Please take a copy of these terms for your records. A copy will also be provided upon License purchase.