Terms and Conditions

BOOKING AGREEMENT

THIS BOOKING AGREEMENT (the “Agreement”) is entered into between MAD HOSPITALITY LTD(“MAD”), a Seychelles corporation, having its principal place of business located at Trident Chambers, Victoria, Seychelles and the hotel registered in the MAD Hospitality website subscription field (the “Customer”) at www.madhospitality.com/melon. The terms “Property” or “Properties” refer to any of Customer’s hotels, resorts, or lodging facilities that become users of any SynXis Services under the Melon program.

  1. SynXis Services. MADagrees to provide Customer with access to and use of the features (“SynXis Services”) of the SynXisCentral Reservationssystem (“SynXis CR”) provided by Sabre Hospitality Solutions (“SHS”) for the Customer’s Property listed in MAD Hospitality website subscription field, following Customer’s agreement to the terms and conditions below. Customer must also complete the Hotel Implementation withSHS.SHS will provide training and customer support as more fully covered in Section 2 of the Terms and Conditions.
  2. SynXis CR. SHS shall use commercially reasonable efforts to ensure system availability over the Internet twenty-four hours a day, three hundred sixty-five days a year excluding downtime for maintenance, GDS and Switch outages, telecom provider failures and events of Force Majeure. The SHS Customer Care Desk will provide first level system support via telephone and email 24 hours a day, 7 days a week, 365 days a year.
  3. Payment For Services. Customer agrees to pay all fees and charges for each Property using any indicated SynXis Service based on the individual agreement with the hotel.The below Fees for the Property (Properties) implemented to the SynXis CR, are due when invoiced and are not refundable.

Channel Connect and Channel Connect Express. Customer is aware of and agrees to enter into agreements with Online Travel Agencies (“OTA’s”) as may be required for participation in Melon.

SHS and Customer agree to all terms of this Agreement included in the Terms and Conditions below.  Persons executing this Agreement on behalf of Customer and SHS each certify that he or she is an officer of Customer, or that he or she has been granted full authority to execute this Agreement by ticking ‘I Agree’ on the website.

  1. Access Rights.SHS grants to Customer for use by Customer’s Properties indicated on the Agreement or added to this Agreement at a later time, a limited, nonexclusive license to access and use the SynXisCentral Reservations system during the Term. Customer may not sublicense the SynXis CR unless Customer has received written permission from SHS. This license is revocable in the event of the Termination of this Agreement or in the event of a breach of this Agreement by Customer.
  2. SHS Undertakings.
    1. SHS will provide Customer with unlimited access to SHS Control Center, on-line tutorials and an initial telephone training session by SHS professionals. Customer will have full usage of customer support and standard reports. Additionally, SHS will provide Customer account management services which are normally and usually provided to a SHS customer at no additional cost. On-site, teleconference, or specially arranged training can be arranged for an additional cost.
    2. If Customer requires the services of a Technician for set-up, interface installation, development and professional services, SynXis Booking Engine or any API installation or creation of special reports, a charge of $175 per hour per Technician shall apply plus any necessary travel and lodging expense pursuant to SHS’ travel policy. The minimum charge for an on-site Technician is $500.
    3. SHS provides a number of standard interfaces to most standard Property Management Systems that allow the electronic transfer of reservation information from the SynXis CR to the PMS system. Note that additional charges may apply for a nonstandard interface. PMS providers also may assess PMS interface implementation and maintenance charges. The interface cannot become fully functional without the cooperation of Customer’s PMS provider and any target operational date for the interface is dependent upon the PMS provider’s completion of functionality to receive and process data from SHS.
    4. In the event that Customer has requested and SHS has approved an enhancement, the applicable development rates will be applied. Any such requests will follow the SHS development process.  Development rates are subject to change at any time.
  3. Billing and Payment. Customer agrees to pay MAD for all Customer’s Properties that use SynXis Services within thirty (7) days of the date of SHS’ invoice. A late charge of 1½% per month (or the maximum provided by law, if less) will apply to past due amounts. A reactivation fee of $250 per Property will be assessed if service is disconnected due to non-payment. In the event Customer adds a Property as a user or a Property uses a Booking Channel to book reservations or uses any other feature of the SynXis CR, without notifying MAD of the added Property or of such new use, Customer will pay Set-Up Fees and all Fees and Charges for such use at SHS’ standard pricing for such service at the time of use. For Bookings, no customer credit card details are stored. Travel Agents and Bookers should note that all hotel bookings are based on a full prepayment bases meaning the credit card given for the booking will be charged for the full reservation, based on the price selected by the booker on the chosen Global Distribution System or any other selected booking system. Kindly note that reservations are fully prepaid. If the booking is cancelled within 48hrs of the booking being made and if that 48hrs is not 48hrs to the arrival of the guest then the booking may be cancelled and a full refund will be processed. Outside of the approved 48hrs window, bookings are non-refundable once made. Hotels reserve the right to change their room rates from day to day but on average, hotel prices per night range from $100 to $500 per night for a Standard Room.
  4. The initial term of this Agreement is five (5) years commencing on the Effective Date (the “Term”). This Agreement shall automatically renew for successive renewal Terms of three (3) years each unless written notice of termination is given by either party to the other at least ninety (90) days prior to the end of any Term.
  5. Customer agrees to use exclusively the SynXis CR for booking all reservations through the channels listed under Section 3 – Payment for Services (and as may be added during any Term of this Agreement), including but not limited to the Global Distribution System, the Internet Distribution System, and, SynXis Booking Engine for each Property’s website, for all Customer’s Properties.
  6. Channel Connect Express.The minimum subscription for Channel Connect Express is one (1) year. Additional documentation with Rate Gain (third-party channel manager) and the selected OTA’s, is required. SHS will assist Customer to facilitate completion of such paperwork as needed.  The Channel Connect Express subscription does not include OTA’s for which SHS has a direct connection via the Channel Connect booking channel (i.e. Travelocity, Expedia, etc.)  Check with your SHS Account Manager for current list of exclusions.
  7. Fee Increases. Customer understands that SHS will increase pricing up to five percent (5%) after each anniversary of the Effective Date during any Term or Renewal Term.
  8. Third Party Fees and Fee Increases.
    1. The fees and charges for third-party providers, including but not limited to GDS, IDS, switch, Travel Industry ID fees, and connecting interface usage, may be increased at any time those fees and charges to SHS are increased. These increases are in addition to the annual fee increases allowed by the preceding paragraph.
    2. Certain third parties may charge SHS for additional services on behalf of Customer during the implementation process,or for work requested by Customer during the Term of this Agreement. SHS will bill these charges to Customer at our cost.
  9. Net Reservation Fees. Reservation fees are calculated on the basis of the total of the per room reservations made through each booking or delivery channel during a calendar month less cancellations through that channel during the same calendar month (“Net Reservations”), and are billed based on the date the reservation is confirmed. Cancellations must be entered in the booking channel in which the reservation was confirmed in order to be credited, with the exception of SynXis Booking Engine reservations, which may also be cancelled by Property staff via Voice Agent. Note that cancellations directed to the reservation center or front desk cannot be credited unless they are entered in the channel in which the reservation was booked. SHS cannot issue Customer credits for reservation fees for no-shows.
  10. Either party may terminate this Agreementin the event of a material breach by the other party that remains uncured after sixty (60) days following written notice to the defaulting party of the breach. In the event Customer does not pay when due, MAD shall have the right immediately and without notice to suspend access to SynXis Services until satisfactory arrangements for the payment of current and future billings is made. If Customer does not use the SynXis CR within ninety days of the Effective Date, SHS shall have the right to terminate this Agreement or to implement increased pricing. Upon expiration or termination of this Agreement, Customer shall cease to utilize SynXis CR.
  11. Early Termination Fee. Customer will remain liable for all amounts due to MAD under this Agreement if this Agreement is terminated.  In the event this Agreement is terminated prior to the expiration of any Term for any reason other than due to a material breach of the Agreement by MAD, Customer agrees to pay a termination fee equal to the average of the monthly payments due under this Agreement multiplied by the number of months remaining in the Term.
  12. Confirmation of Reservations, Honoring Reservations, Commissions and Customer Service Issues.
    1. SHS will offer a Property’s rooms for bookings sale under a proprietary Chain Code (currently YX in all GDS’s) using the availability, rates and descriptive content supplied or entered into the SynXis CR by Customer or the Property.SHS will issue a confirmation for all reservation requests made through the GDS, the IDS and SynXis Booking Engine, or through any other reservation accepting function of the SynXis CR at the rates and availability entered or supplied by Customer or a Property. Customer and any Property agree that each has the obligation to keep all hotel information current, up-to-date and accurate in all databases and to keep the holder of a confirmed reservation (or his agent or representative) informed of any developments affecting the reservation.
    2. Customer and each Property understand and agree with SHS and with the holder of a reservation confirmed on behalf of a Property through the SHS system, to honor the confirmed reservation at the rate, terms and for the period of the stay so confirmed. Customer and each Property agree that each will be responsible to obtain comparable accommodations, goods or services, at no greater cost, for any holder of a reservation for whom a booking has been confirmed and for whom no accommodations, goods and/or services are available upon the terms confirmed upon arrival. Customer and each Property also agree to cover the reasonable expenses incurred by the guest in obtaining such accommodations and services. Customer and the Property agree to indemnify and hold SHS and MAD harmless from any liability in connection with Customer’s or a Property’s failure to honor a confirmed reservation, or any costs a holder of a reservation is improperly charged, and in the event SHS makes any payment to or enters into settlement with, a holder of a reservation with respect to a claim that the Customer or a Property failed to provide accommodations, goods or services as confirmed, or charged a holder of a reservation improperly, and Customer and the Property will immediately, on demand, pay such amounts to MAD.
    3. Commission payments on rates designated as commissionable should be paid by Customer within 30 to 60 days from guest departure. Customer is responsible for resolving all commission disputes directly with guests, travel agencies, GDS’s, and other stakeholders.
    4. Customer will work with SHS Customer Care to resolve customer service issues in an expeditious and timely manner. SHS may choose to pay travel agencies, guests, GDS’s, or other stakeholders on cases that remain unresolved for more than 45 days.  SHS will recoup any monies it pays on behalf of Customer by adding the amount of such payment to Customer’s subsequent SHS invoice.
    5. If Customer fails to adhere to the above outlined procedures, its distribution may be restricted through one or multiple channels.
  13. Proprietary Rights. SynXis®CR, “SynXis®”, “SynXis Voice Agent”, and “SynXis Booking Engine SM”, are included within the definition “SynXis®Central Reservations” and “SynXis®” These terms and other terms are registered trademarks and/or trade names owned and used by SHS. The functions comprised within SynXis CR are the subject of pending patent applications. SHS claims copyright protection for all software programs and content hosted via SHS’ websites. SHS software documentation and copy, including all web page copy and arrangements, are subject to trademark, copyright and patent protection. Customer acknowledges that it acquires no rights or licenses with regard to SynXisCR, website content, software and copy except as granted under this Agreement. Customer will not allow SynXis CR to be used by any Property or facility that is not listed on or added to this Agreement and Customer will not alter any software code or use the CR to avoid payment. Customer will not reproduce or decompile the software code, documentation or any other proprietary technology owned or licensed by SHS.
  14. Guest Information and Reservation Data. SHS will hold, use and retain Guest Information as disclosed in the current privacy policy displayed on the SHS web site as updated from time to time.Nothing in this Agreement is intended to prevent SHS from disclosing, marketing, publishing, or otherwise using Customer’s aggregate reservations data.
  15. Customer may use SHS trade names, name and logo when identifying or advertising that Customer uses SynXis Services in print or online advertising, press releases or publicity in accordance with the SHS name use policies in effect from time to time. SHS may use Customer’s name, logo and Property descriptions including number of rooms and Properties by name in print or online advertising, press releases or publicity. Additionally, Customer grants to SHS a non-exclusive, worldwide, royalty-free license to use digital images, which may include digital film clip(s), animation, audio clip(s) and associated material (“Images”) related to a Property (including, but not limited to, a picture that accurately depicts the exterior of the Property and pictures that accurately depict each room type), and the right to allow SHS to re-license or sub-license such to the GDS’s, IDS’s and others who further distribute the Property description and reservations. Customer warrants that it is the owner or otherwise has the right to provide this license grant and that such Images accurately depict the Property. Customer shall maintain the timeliness and the accuracy of all Images supplied hereunder.
  16. Customer will be responsible for and will reimburse and indemnify SHS for all taxes or similar charges (including, without limitation, penalties, interest, additions to tax and similar amounts), whether federal, state, local, foreign or otherwise, including without limitation withholding taxes, which are related to this Agreement or to payments made under this Agreement, other than taxes imposed on the net income of SHS (collectively, “Taxes”). All payments due to SHS under this Agreement shall be made free and clear of any Taxes. If Customer is required by law to make any deduction or withholding of Taxes from any payment due to SHS under this Agreement, Customer will (i) timely and properly prepare and submit any necessary filings and remit such Taxes to the appropriate taxing authority, (ii) provide SHS with governmental receipts evidencing Customer’s withholding and payment to the appropriate tax authorities in a timely manner and (iii) increase each payment related to this Agreement to the extent necessary to ensure that SHS actually receives the amount that SHS would have received if such payment had not been subject to Taxes.
  17. LIMITATION OF LIABILITY. SHSAND MAD WILL NOT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE OR SAVINGS) ARISING OUT OF CUSTOMER’S USE OF SYNXIS SERVICES WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SHS HAD BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. IN NO EVENT WILL SHS’ LIABILITY FOR ANY REASON EXCEED THE AMOUNT PAID TO SHS UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE OCCURRENCE OF THE CLAIM. NO CLAIM MAY BE BROUGHT MORE THAN 24 MONTHS AFTER CUSTOMER KNEW OF OR REASONABLY SHOULD HAVE KNOWN OF THE CLAIM, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  18. Mutual and Specific Indemnities. Each party (the “indemnifying party”) agrees to indemnify and hold the other (the “indemnified party”) harmless against any suit, claim, damages and expense (including reasonable attorneys’ fees) by reason of any personal bodily injuries or tangible property damage which the indemnified party may incur as the result of the indemnifying party’s gross negligence or willful misconduct in the course of the performance of this Agreement.
  19. DISCLAIMER OF WARRANTIES. SYNXIS SERVICES ARE PROVIDED “AS IS”.SHS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SHS WHATSOEVER. THE PARTIES AGREE AND ACKNOWLEDGE THAT THIS PROVISION IS MATERIAL TO THE AGREEMENT AND IS A SIGNIFICANT CONSIDERATION IN SHS’ WILLINGNESS TO ENTER INTO THIS AGREEMENT.
    1. The Confidential Information of each party will remain its sole property. All Confidential Information shall be held and protected by the recipient in strict confidence, and shall be used by the recipient only as required to render performance or to exercise rights and remedies under this Agreement. Each party will protect the other party’s Confidential Information from unauthorized use, access or disclosure with the same measures that the recipient takes to protect its own proprietary information of like importance, but in no event less than reasonable care. No Confidential Information will be disclosed to any third party by the recipient party without the prior written consent of the disclosing party, except that each party may disclose this Agreement and the other party’s Confidential Information to its affiliates and their respective directors, employees, attorneys, agents, auditors, insurers and subcontractors who require access to such information in connection with their employment or engagement and who are obligated to keep such information confidential in a manner no less restrictive than set forth in this Section.  The party employing or engaging such persons is responsible and liable for their compliance with such confidentiality obligations. Customer agrees to hold all the terms, fees, prices, transactional and billing details, and contents of this Agreement in strict confidence.  Customer may disclose the terms of the Agreement to their responsible employees, advisors and consultants with a bona fide need to know who agree to maintain confidentiality.
    2. Required Disclosures. Each party may disclose the Confidential Information of the other party in response to a request for disclosure by a court or another governmental authority, including a subpoena, court order, or audit-related request by a taxing authority, if that party; (i) promptly notifies the other party of the terms and the circumstances of that request, (ii) consults with the other party, and cooperates with the other party’s reasonable requests to resist or narrow that request, (iii) furnishes only information that, according to written advice of its legal counsel, that party is legally compelled to disclose, and (iv) uses reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded the information disclosed.
  20. GoverningLaw and Compliance with Law.
    1. This Agreement and any dispute arising hereunder shall be construed in accordance with the procedural, evidentiary and substantive laws of the State of Texas without regard to principles of conflict of laws. This Agreement will not be governed by the U.N. Convention on the International Sale of Goods, the application of which is expressly excluded. The parties consent to the jurisdiction of, and agree that the exclusive venue for any litigation arising hereunder shall be, the federal or state courts in Tarrant County, Texas. Each party waives any objection which it may have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in such courts. Notwithstanding anything herein to the contrary, in the event of an actual or threatened breach of the use restrictions placed on the SynXis CR or related software or the Confidentiality provisions contained herein, the non-breaching party will be entitled, without waiving any other rights and remedies and without obligation to post a bond, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
    2. Customer agrees to comply with applicable U.S. and foreign laws and regulations in its performance of this Agreement, including import and export laws. Providing services to, or for use by any person, entity or country on the U.S. Department of Commerce Denied Persons List or the U.S. Department of Treasury’s lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, is prohibited, and shall be a material breach of the Agreement.
  21. Customer may not assign, transfer, license, sublicense, delegate or otherwise convey any of Customer’s rights or obligations under this Agreement without the prior written consent of SHS.In the event of any approved assignment, the assignor shall remain liable for the assignee’s continuing performance. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and assigns.
  22. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to a judicial decision, the remainder of this Agreement shall remain valid and enforceable.
  23. All provisions of this Agreement relating to payment, confidentiality, nondisclosure, and proprietary rights shall survive the Termination of this Agreement.
  24. Any notice under this Agreement shall be in writing and shall be deemed given when received and may be delivered (i) by hand, fax or email, (ii) by mail, in Official Government Mail, postage prepaid, or (iii) by overnight delivery service.
  25. Entire Agreement. This Agreement is the complete agreement of the Parties and supersedes all prior oral or written agreements, contracts, proposals, understandings, offers and discussions. This Agreement may not be modified or altered except by written instrument executed by both Parties.
  26. Third Party Providers.SHS offers some reservation distribution services through third-party providers that may require Customer to enter into an additional, separate agreement, in order to participate in certain programs or services. Customer acknowledges that participation in such third-party programs or services remains at the discretion of the third-party provider.  In addition, SHSmay depend on contractual relationships with third party providers for products and services offered to Customer.  In the event that a contract upon which SHS relies for any service or product terminates, SHS will use commercially reasonable efforts to provide such product and/or service itself or through another provider. SHSmay, however, suspend or terminate any such product or service, without liability to SHS, if unable to provide a substantially equivalent alternative. Customer shall have no further obligation to pay for any such suspended or terminated product and/or service and Customer may contract directly with another provider for such products and services.
  27. Force Majeure. No party shall be liable to any other party for any delay or failure to perform due to causes beyond its control including, without limitation, fire, flood, wind, lightning, strike, work stoppage, war, insurrection or terrorist acts, failure of any local, state, national or international telecommunications carrier, GDS, IDS, computer hosting facility or Switch Provider to provide reservation messaging or connectivity, or act of God or public enemy.
  28. Offer Expiration. This offer for services at the pricing contained herein will be null and void if this Agreement is not signed by ticking ‘I agree’ on the website within fourteen (14) days of issuance.

 

Annual Fees (December 2017) Price – Per Property
Travel Industry ID Reservation Processing Subscription $50.00
Travelport Listing Fee $74.00

 

List of SHS Product Descriptions:

 

  1. Subscription Fee for SynXis CR, Customer Support, and Account Management. The SynXis CR provides Customer with the basic operating system necessary for reservation management.  SHS will also provide Customer with account management services and 24/7 system support.
  2. Global Distribution System (“GDS”) Channel. This booking channel provides Customer with reservations originating from travel agents and users of the Sabre, Amadeus, and Travelport reservation networks and Internet sites using the GDS.  GDS reservations are subject to commission payable by the Property after each completed stay.
  3. Internet Reservation Channel (“Internet Distribution System” or “IDS”). Connects Customer to DHISCO ADS (alternate distribution system) partners who are online travel agencies and hospitality websites. New sites offered at a later time may have different costs and an addendum may be required. The terms and costs for setting up and maintaining these connections may vary. IDS bookings also involve commissions or merchant discount fees to the originator / OTA.
  4. SynXis Booking Engine.Allows Customer to receive reservations from Customer’s website by guests making online bookings via a computer or mobile device. Customer may implement URL Tracking Codes at any time (i.e. for the purposes ofweb analytics, remarketing, personalization, behavioral marketing, price widgets, review widgets, etc.) for a fee per implementation. In addition, some SHS partner OTA bookings are booked via the SynXis Booking Engine instead of a direct Channel Connect, therefore, the SynXis BE transaction fee and commissions will also apply for such OTA’s.Subsequent shell builds or redesigns are $899.00 per shell and include up to 10 hours of Professional Services.  Shell builds or Redesigns that require more than 10 hours of Professional Services will be charged at the standard rate of $175.00/hour for the additional hours
  5. SynXis Booking Engine Upsell. Provides the ability to sell room upgrades after a guest’s initial booking is confirmed.  Once a SynXis BE Upsell sale has been confirmed, Customer will be responsible for paying SHS the corresponding fee, regardless of subsequent changes to the reservation.
  6. SynXis Voice Agent (Direct Entry Channel). SynXis Voice Agent allows Customer to enter bookings from a call center.
  7. Net Rate Reservation Channel: Priceline Merchant Travelweb Program. Allows Customer to provide net rates to specified hospitality websites, travel portals and distributors.  The transaction fee is waived so long as the fee to SHS is waived.
  8. Channel Connect. Manage and distribute availability rates and inventory from the SynXis CR to online distribution channels including, but not limited to, Online Travel Agencies (OTAs), Wholesalers, Tour Operators and Meta Search companies.  Where applicable, receive reservations delivery via the SynXis CR. May require additional paperwork with the OTA’s; bookings may also involve commissions or fees to the originator. Channel Connect online distribution channels are subject to change and SHS reserves the right to revise the available channels for its customers at anytime.
  9. Channel Connect Express. Manage and distribute availability rates and inventory to online distribution channels including but not limited to Online Travel Agencies (OTAs), Wholesalers, and Tour Operators. Based on the distribution channel’s technical readiness and where applicable, receive reservation delivery via the SynXis CR. Bookings may also involve commissions or fees to the originator.
  10. Property Integration: 1-Way PMS Delivery Channel. This SHS interface allows reservations to be electronically delivered from SynXis CR to most standard Property Management Systems.  See Section 2 of the Terms and Conditions for additional charges that may apply to non-standard PMS’s or to special Customer requests.
  11. Property Integration: 2-Way PMS Delivery Channel. Two-Way PMS integration facilitating the electronic transfer of information between the SynXis CR and the Customer’s PMS, necessary for reservation delivery, as well as rate, availability and stay control updates. See Section 2 of the Terms and Conditions for additional charges that may apply to non-standard PMS’s or to special Customer requests.
  12. Property Integration: 2-Way Enhanced PMS Delivery Channel.  Two-Way Enhanced PMS integration facilitating the electronic transfer of reservation information from the SynXis CR to the Customer’s PMS,  rate, availability and stay control (ARI)  updates from the Customer’s PMS to the SynXis CR, as well as reservation delivery and/or profile information from the Customer’s PMS to the SynXis CR.
  13. Property Integration: 2-Way RMS Integration. SHS interface allows Customer’s Revenue Management System (RMS) to send yield recommendations to the SynXis System.  The fee includes all maintenance by SHS to the interface. This fee does not include any implementation, licensing or maintenance fees that may be imposed by Customer’s RMS Provider.
  14. Corporate Lead Generation.Sabre Hotel RFP is an exclusive lead service where corporations seek hotels to participate in their travel programs. Within the tool, Customer can negotiate, organize and report on the Property’s corporate contracts.
  15. Fax Notification of Reservations (Optional). If Customer desires fax notices of reservations this feature of the SynXis CR may be used for that purpose.  Fax notices may also be sent to Customer if an Email notice is not deliverable, at a fee of $0.45 per fax.
  16. Travel Industry ID Reservation Processing Subscription: SHS subscribes to leading various travel agency profiles for reservation processing, including IATA/TIDs, CLIA and TRUE.
  17. Nexus Consortia Service (Optional) – Auto-renews each year. Subscription provides a Nexus subscription, centralized Consortia RFP submission and billing, and Nexus Support. Consortia participation fees are applicable and in addition to Consortia Services. Participation fees are established at the sole discretion of third party program sponsors, and will vary each year. Customer must advise SHS in order to terminate prior to the annual renewal.Prices for Consortia Service will vary for future years and increases are not limited by the Fee Increases Section of the Terms and Conditions.
  18. Support for Travel Agent Commission Processing Services (Optional). SHS monthly Support Fee for Travel Agent Commission Processing Services includes automated reservations data transfer from the SynXis CR to a third-party commission processing service provider.  Commission processing services are available through a separate contract with a third-party provider. The third-party commission processing services provider will invoice Customer directly for the commission processing services.

Definitions.  Defined terms are identified through this Agreement.  In addition, the following terms have the following meanings:

  1. Booking Channel” means a source, mechanism or system generating or sending inquiries and requests for bookings through SynXis CR. A Booking Channel may include the GDS channel, IDS channel, Channel Connect, SHS’ Internet booking engine (“SynXis Booking Engine”), direct entry reservations (“SynXis Voice Agent”) or other source of guests delivered to Customer through the SynXis CR.
  2. Confidential Information” means the terms and conditions of this Agreement, any and all applicable IP Rights, proprietary and confidential information of SHS or Customer, their affiliates, subsidiaries, successors or assigns concerning their past, present or future industrial, corporate, and trade secrets, research, development, business activities or affairs, finances, methods of operation, processes and systems, and agreements related to the business of SHS or Customer disclosed under this Agreement. Confidential Information does not include any information that (1) is or becomes generally known to the public, (2) which was in the receiving party’s possession or was known by it prior to receipt by the disclosing party, (3) was rightfully disclosed to the receiving party without restriction, or (4) was independently developed by a party without the use of the other party’s Confidential Information. For the sake of clarity, aggregate reservations data is not Confidential Information and SHS may use such data at its sole discretion.
  3. Customer Care” means customer support provided by SHS.
  4. Guest Information” is personally identifiable information of a natural person entered into the SynXis CR with respect to a guest.
  5. Operational Date” is the date on which reservation messaging is established through the SynXis CR. For purposes of this Agreement where Customer has more than one Property, the Operational Date is the first Operational Date for any of Customer’s Properties.