This Agreement is made between
(1) HotelLauncher.com Pte Ltd, a company incorporated and registered in Singapore with registration number 201429417H and having its registered office at 139 Serangoon Avenue 3, #05-03, THE SPRINGBLOOM, Singapore (556119)
(2) The registering hotel or any other entity that is using or intends to use any service offered by Hotellauncher.com and its subsidiaries.
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. . Any such access and usage of our product of information will be liable to a minimum compensation of SGD10 million within 30 days of us raising a demand.
It is effective between You and Us as of [AUTOFILL DATE WHEN CUSTOMER CLICKS ACCEPT].
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this HotelLauncher.com Service Agreement including any addenda and supplements.
“Beta Services” means HLDC services or functionality that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Booking” means the reservation (with or without prepayment) for one of more rooms at Your property(ies) made using the Services.
“Business Days” means the days on which banks are generally open for business in India and Singapore.
“Documentation” means the Service’s documentation, and its usage guides and policies, as updated from time to time, accessible via [URL] or login to the applicable Service.
“HLDC” means HotelLauncher.com
“OTA” means a sales/distribution channel for Your property(ies) which is managed by Us, including, but not limited to online travel agents, meta search engines, and offline travel agents.
“Payment Gateway” means a payment processing agent, credit card company, bank, wire transfer or other system which is used by Your customers to make payments to You for Bookings made using the Services.
“Services” means the HLDC cloud-based property management and distribution solution, including associated HLDC offline or mobile components, as described in the Documentation.
“User” means an individual who is authorized by You to use a Service and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents.
“We,” “Us” or “Our” means the Hotellaunchers.com India Pvt Ltd. company described in (1) above.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms, as mentioned in (2) above.
“Your Data” means electronic data and information submitted by or for You to the Services.
If You register on Our website for a free trial, We can make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
3.1. Provision of Purchased Services. We will (a) make the Services available to You pursuant to this Agreement, (b) provide applicable HLDC standard support for the Services to You at no additional charge, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.
3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing.
3.3. Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
3.4. Beta Services. From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered °Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
3.5. Usage of your Data. We will not share your data with anyone or use your data for any purpose other than providing the stated services to you without your prior consent.
4.1 Setup Information –
1. You shall provide us with Company and property information in the Initial Setup Form Signed and Stamped by Authorized Signatory / Owner.
2. You shall provide us with property photographs to be published on the website.
3. You authorize HLDCto use the above information and images to be published on hotel website or any other website or shared with sales partners connected with HLDC. Such information will be hosted on HLDC Servers.
4.2 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement and Documentation, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, and (d) use Services only in accordance with this Agreement, Documentation, and applicable laws and government regulations.
4.3 Usage Restrictions. You will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You or Users, unless expressly stated otherwise in this Agreement or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (d) attempt to gain unauthorized access to any Service or its related systems or networks, (e) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, or the Documentation, (f) copy a Service or any part, feature, function or user interface thereof, (g) access any Service in order to build a competitive product or service or to benchmark with a Non-HLDC product or service, or (h) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
5.1. Fees. You will pay all fees specified in the Fee Schedule based on your subscription type. Except as otherwise specified herein, (i) fees are assessed based on Our absolute discretion in applying the Fee Schedule, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) fees are payable as per your Subscription Type, regardless of actual variations. We reserve the right to change the terms of the Fee Schedule at our sole discretion after giving a 30-day notice to You.
5.2 Collection from Your customers. You authorize Us to collect payments from Your customers in relation to Bookings made via the website created for Your property using the Services and through Point of Sale, that may be provided to you to receive the payments through Debit/Credits cards and e-wallets.
5.3. All Third-party charges and or commissions. You will be liable to pay the any third-party charges incurred by HLDC related to/ for providing services to you. This includes but is not restricted to Payment Gateway charges, Point of sale charges or any other charges incurred towards bookings, Customer refunds, cancellations, payments, remittances etc. Such charges may vary from time to time. Hotellauncher.com reserves the right to collect and withhold any such charge on behalf of the hotel.
5.4. Payment. We shall be entitled to withhold Our fees and any other dues payable by You to us in accordance with this Clause 5 from the proceeds received by us from the OTA or Payment Gateway. If You receive the funds from the OTA or Payment Gateway without deduction of our fees, you agree to pay the fees in accordance to the invoice provided to you by email within 2 Business Days of receipt of the invoice. All payments received by Us through our payment gateways / Point of sale, shall be transferred to you as per the schedule mentioned in 5.5 after the applicable deductions and withholdings. Payments collected by us on behalf of the hotel will be considered DUE after 48 hour of Guest Checkout and the booking being closed.
5.5. Payment Schedule. 1. Payments due shall be transferred to you on within the next 7 working days. 2. The amount payable shall be reconciled after taking in account of any Booking cancellations and any charges due from the hotel to HLDC
5.5. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 12 (Manner of Giving Notice) for billing notices, before suspending services to You. In case, if your account is in Overdue stage for more than 90 days, all your data including the Website, Property information, Guest Information and transactions, Invoices etc. may be permanently purged from the HLDC servers.
5.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.5, We will invoice You and withhold such amount for further payment to the appropriate tax authority.
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all of Our right, title and interest in and to the Services, including all of Our related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
6.2. License to Host Your Data. You grant Us, Our Affiliates and applicable contractors a worldwide, license to host, copy, transmit and display Your Data, as reasonably necessary for Us to provide the Services in accordance with this Agreement.
6.3. License to store, analyse and monetize aggregations. You grant Us, Our Affiliates and applicable contractors a worldwide, license to store, copy, analyse, transmit, display and monetize Your Data through any means. The license in this clause 6.3 shall exclude any uses which may identify You or Your customers, however, it shall include anonymized or aggregated data.
6.4. License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.
6.5. Right to Display Ratings and Reviews. You grant to Us and Our Affiliates the right to collect feedback from your customers regarding Your property and display this feedback on HLDC or use it in any way deemed reasonable by Us.
7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes the terms and conditions of this Agreement (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement to a subcontractor to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS AND OTAS.
9.1. Indemnification. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party, including but not limited to OTAs and Your customers, for any alleged non-fulfilment of Your obligations to them (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We give You all reasonable assistance, at Your expense.
10.1. Limitation of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TOGETHER WITH ALL OF OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until terminated in accordance with this Clause 11.
11.2. Termination. A party may terminate this Agreement (i) upon 30 days written notice to the other party, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. All outstanding dues must be paid in full prior to termination by You.
11.3. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited. Upon termination of this Agreement, any website built or hosted by Us will also cease to exist.
11.4. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Customer Data Portability and Deletion,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
12.1. Notices. [To automate such that the Singapore address is used if the hotel’s address is outside India and the India address is used if the hotel’s address is in India]
12.2. Manner of Giving Notice. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices given by Us related to this Agreement will be via a notification on HLDC addressed to the relevant Services system administrator designated by You. All notices given by You must be sent by registered post to the address below with an electronic copy to. A notice sent by registered post shall be effective on the seventh business day after dispatch.
12.3. Agreement to Governing Law and Jurisdiction.Agreement to Governing Law and Jurisdiction. Each party agrees to Singapore Law being the applicable governing law without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the Singapore courts.
13.1 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement made by You will be effective unless in writing and signed by Us. We have the right to amend the terms or impose additional terms and conditions to the Agreement from time to time at our sole discretion. We will provide a system notification for any such changes to the terms in accordance with the notice provisions of the Agreement.
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, and (2) the Documentation.
13.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.3. Relationship of the Parties. There are no third-party beneficiaries under this Agreement.
13.4. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 13.5. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
13.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.