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General Terms & Conditions Channel Manager Platform
This agreement
is made by the Property Manager completing and submitting a registration form and
by clicking "Sign me up". By lodging the
registration form and by clicking "Sign me up" Property Manager acknowledges
that it has read and agrees to comply with, these terms and conditions.
1. Background
Rentals United
AB, a company registered in Sweden, with company registration number
556868-1984, address Jungfrugatan 10, 114 44
Stockholm (“Rentals United”) provides an online marketplace for vacation
rentals which takes the form of a software platform which can be used by property
managers to sell nights in property manager’s accommodation. Property Manager
manages or has authority to represent and to buy nights on behalf of its
customers from accommodation providers. Under this agreement Rentals United will
provide the services set forth herein.
2. Definitions
“Agreement”
means the agreement constituted between Rentals United and Property Manager
comprising these terms and conditions and any applicable Product Schedules.
“Booking Sites”
means websites for online travel agents, distribution agents, global distribution
services, wholesale travel agents and others, through which a potential hotel
guest can view, compare or reserve hotel accommodation and related goods and
services.
“Booking” or “Bookings”
means a Booking made via the Rentals United Platform for the property under the
management or ownership of Property Manager or a contracting partner of
Property Manager being an accommodation provider.
"Content"
means the audio and visual information, documents, software, products and
services contained or made available to or by Property Manager in the course of
using the Service.
“Guest” is the person / group making the Booking
for accommodation of the Property Manager
"Intellectual
Property Rights" means unpatented inventions, patent applications, patents,
design rights, copyrights, trademarks, service marks, trade names, domain name
rights, mask work rights, know-how and other trade secret rights, and all other
intellectual property rights, derivatives thereof, and forms of protection of a
similar nature anywhere in the world
“PCI DSS” means the Payment Card Industry Data
Security Standard issued by the Payment Card Industry Security Council from
time to time and available at: https://www.pcisecuritystandards.org/document_library?document=pci_dss
"Rentals
United" means Rentals United AB, a Swedish corporation with company
registration number 556868-1984, its headquarters located at Jungfrugatan 10, 114 44 Stockholm.
"Property
Manager” means the company or physical
person defined on whose behalf the registration form has been lodged and theses
terms & conditions has been approved, as well as Property Manager’s
employees, representatives, consultants, contractors or agents who are
authorized to use the Service and have been supplied user identifications and
passwords by Property Manager, parties Property Manager agree to sell or buy
from through the platform, their employees, representatives, consultants,
contractors or agents who are authorized to use the Service and have been
supplied user identifications and passwords by them.
"Platform"
means the software Service provided by Rentals United through which Guests
purchases accommodation from accommodation providers.
"Service"
means any activity carried out by Rentals United for the benefit of Property
Manager.
"Property
Manager" means the person signing this agreement or the company this
person represents.
3.2. Property Manager may upload Property
Manager’s properties' pricing, digital media such as images and text describing
accommodation for rent and calendar data describing the nightly availability of
each accommodation unit for sale. Rentals United will store such data and
distribute it in real time or close to real time to other partners of Property
Manager, authorised by Property Manager. Property Manager is responsible for
obtaining any and all approvals and permits from relevant parties necessary for
Rentals United to store and distribute such data.
3.3. Property Manager is
exclusively liable for any data input into the Platform or other infrastructure
by Property Manager, a Guest, accommodation provider or other person in
relation to the Services provided under this agreement. Rentals United
expressly disclaims any liability in respect of any loss or damage suffered or
incurred by Property Manager as a result of incorrect data input into the Platform
or use of the Services and shall indemnify and hold harmless Rentals United in
respect of any loss liability incurred by Rentals United in respect of any such
use or access.
3.4. By authorising accommodation
providers and Guests to access information via the Platform, Property Manager
agrees for all Content to be published on their sales platforms. Property
Manager is exclusively liable for obtaining authorisation from accommodation
providers, Guests or other users to republish their Content. Property Manager
may not redistribute it for further republication by third parties.
3.5.
The license in clause 3.1 is granted subject to the following conditions:
a) the Platform, Rentals United software
and Rentals United infrastructure are exclusively for Property Manager’s use
and may only be used as set forth in this agreement;
b) the Platform must not be used
to provide, in whole or in part, any service or functionality which competes
with Rentals United’s products or business;
c) Property Manager must not
reproduce or copy Rentals United software in whole or in part except for backup
and archive purposes;
d) Property Manager must not use
the Platform or Rentals United infrastructure for any other purpose than the
purpose for which it is set forth in this Agreement, including (without
limitation):
a. for any improper or unlawful
purpose;
b. to create for the purpose of,
or in a manner that transmits, publishes or communicates material which is
defamatory, offensive, abusive, indecent, discriminatory, menacing, unwanted,
in breach of confidence, illegal or which brings Rentals United or any of
Rentals United’s agents into disrepute;
c. in any way which damages or
interferes with Rentals United Infrastructure or the supply of the Service to
other Rentals United customers;
d. to host or transmit
information which contains viruses or other harmful code or data designed to
interrupt, damage, destroy or limit the functionality of any software, hardware
or equipment; or
e. for any benchmarking or
competitive purpose or to develop a similar or competitive product.
e) Where Rentals United provides
access to any third party software Property Manager must enter into an end user
license agreement of such third party or other terms imposed by a licensor
thereof. Property Manager shall be exclusively responsible for complying with
such end user license agreement.
f) Property Manager shall at all
times remain polite and respect rejection and under no circumstance harass
other users who have indicated they do not wish to conduct business with Property
Manager.
3.6.
If and when Rentals United distributes credit card
numbers to Property Manager, Rentals United will do so in accordance with the
PCI DSS.
3.7. Property Manager must not, and
must ensure that any user or other third party to whom access has been granted
by Property Manager does not, modify, reverse engineer, decompile, create other
works from, or disassemble any software programs contained in the Rentals
United Software or software of a third party.
3.8. Rentals United may suspend or
terminate access to any Products or Services in the event of any breach or
suspected breach of this agreement.
4. Contacts between Property Manager, Guests and accommodation providers etc.
4.1.
Property Manager, accommodation providers, Guests and
other users authorised by Property Manager may contact each other via the Platform
or outside the Platform to make agreements.
4.2.
Before buying or selling nights from another platform Property
Manager undertake to agree with the provider of such other platform regarding
pricing, which of Property Manager shall receive payment from the Guest, how the commission revenue will be
shared, and who will invoice who and when. Property Manager shall communicate
with Guest to confirm a Booking and how potential problems will be resolved,
including the following problems: cancellation by Guest or accommodation
provider, fraud by the Guest or accommodation provider, complaints by the Guest
about product quality, double Bookings, failure by Property Manager or the
accommodation provider to fulfill the service agreed to. Once an agreement is
reached both Property Manager and the accommodation provider shall check the
relevant box in the Rentals United platform to activate the service allowing Property
Manager to buy or sell nights to the Guest. Rentals United shall under no
circumstance be liable to Property Manager, the accommodation provider, a Guest
or any other user of the Platform for any cancellation by a Guest or
accommodation provider, fraud by a Guest or accommodation provider, complaints
by a Guest about product quality, double Bookings and failure to provide the
service agreed to.
4.3.
Property Manager shall observe and uphold the
contractual terms Property Manager agreed with each accommodation provider,
Guest or any other user of the Platform. Once a Guest makes a Booking through
the Platform and payment is received the Booking is binding. Rentals United is
a real time Booking platform meaning that Bookings cannot be rejected by an
accommodation provider if their calendar showed availability.
4.4.
Rentals United shall under no circumstance be
responsible for incorrect Content provided by Property Manager, the
accommodation provider, a Guest or any other user of the Platform, which is
published on the Platform. Rentals United cannot and will not verify if
properties are real and the responsibility for vetting these properties lies
with the Property Manager. Fraud detection is the responsibility of the Property
Manager and Property Manager undertake to indemnify Rentals United against
losses resulting from fraud by the accommodation provider, a Guest or any other
user of the Platform.
5. Information Storage
5.1.
Rentals United stores the following information: all
relevant data pertaining to property managers’ properties including descriptive
texts, rich media such as photos and videos, prices and availability; personal
and company data Property Manager give Rentals United in the sign up process.
All data will be shared only by Property Manager in agreement with third party
sites such as agents or property providers by Property Manager agreement.
5.2.
Data about the accommodation provider, a Guest or any
other user of the Platform will be shared as appropriate with property
providers during the Booking process as outlined in our privacy policy which
can be found at: http://rentalsunited.com/en/privacy.html. Rentals United does
not store credit card information. Whenever Rentals United passes Property
Manager credit card details, the information is encrypted.
6. Guest Payments
6.1.
Payment for accommodation is under no circumstance the
responsibility of Rentals United. Rentals United does not and will not accept
payments on behalf of the accommodation
provider, a Guest or any other user of the Platform and does and will not
provide payment facilities as part of this Agreement.
6.2.
Disputes between Users regarding payment are the sole
business of the Users. Rentals United will not become involved in such
disputes.
7. Fees & Payment Terms
7.1.
In consideration of performance of the services by Rentals
United, Property Manager shall pay the fee set forth in appendix 1,”Fees for
the service”. This fee is payable by the Property Manager when Rentals United
has provided access to the Platform to the Property Manager, the accommodation
provider, a Guest or any other user of the Platform.
7.3.
Rentals United is entitled to charge license fees for
third party applications, which Rentals United provides access to through the
Services, if the licensor providing the applications changes its fees towards
Rentals United. All use of such third party applications and software are
subject to the terms of the provider thereof and Rentals United will not be
liable to any extent further than it itself is held harmless by such third
party provider.
7.4.
Rentals United is only obliged to refund any payments
received if Property Manager terminates the agreement before the first full fourteen
(14) days has passed since the agreement entered into force as per 17.2.
7.5.
Fees shall be paid monthly in arrears against invoice.
Reimbursement of specific costs may be invoiced as part of a monthly invoice or
earlier if Rentals United provider so desires. All payments shall be made no
later than thirty (30) days from the date of the relevant invoice.
7.6.
In the event Property Manager is late in making
payment in full on the due date of any invoiced sum, Rentals United shall be
entitled to suspend provision of the Services, provided that fifteen (15) days
have passed since a written demand regarding the late payment was sent to Property
Manager. Rentals United may at its sole discretion resume provision of the
Services provided the Property Manager has paid all outstanding invoiced sums
plus a re-connection fee of three hundred (300) Euro.
7.7.
In the event of late payment, Rentals United shall be entitled
to interest in accordance with the Interest Act (whether or not the provision
of the Services is suspended).
7.8.
The provision above does not entail any limitation on
the Rentals United’s right to damages or the remedies due to the Property
Manager’s breach of contract.
8. Suspension of Services
8.1.
Rentals United may suspend the use of the Platform
with immediate effect in case of abuse of the platform, i.e. if the Platform is
used in violation of the Agreement or if Rentals United incurs or risks
incurring a reputational, financial or other injury or otherwise fails to
adhere to clause 3.5.
8.2.
Rentals United or a third party software provider may
suspend Services in case of scheduled and unscheduled maintenance or when it
handles updates in relation to the Rentals United Platform, the Services or the
third party software from time to time. Rentals United will use its reasonable
efforts to give Property Manager notice regarding any scheduled maintenance and
will use reasonable endeavours to perform all scheduled maintenance at times it
deems likely to minimise negative effects for Property Manager. If Rentals
United at its sole discretion deems it necessary to perform unscheduled or
urgent maintenance, then Rentals United will use reasonable efforts to provide
prior notice to Property Manager, however Property Manager accepts that such
prior notice may not always be possible.
8.3.
Rentals United may, upon reasonable notice, without
incurring any liability therefore and with immediate effect suspend a Service
for as long as Rentals United, acting reasonably, at its sole discretion deems
it necessary to comply with any law or decision of an authority of competent
jurisdiction, protect any person, or equipment, or enable authorised persons to
attend to any emergency, or to prevent any flooding of data or other action of
Property Manager, Guests, accommodation providers or other users which is
causing Rentals United Platform to perform at a reduced level.
9. Security
9.1.
Rentals United undertakes to make its best efforts to
keep its Users’ data confidential and to distribute it only to authorised
parties. Property Manager are requested to keep backups of Property Manager own
data and in the event of a data loss Rentals United does not guarantee to keep
copies of Users’ data. Users are responsible for the accuracy of their own data
and for checking the quality of the data they re-publish from other Users.
Rentals United makes no warranties about the accuracy or quality of the data
supplied by the platform's Users.
9.2.
Property Manager undertakes to use the system only for
its intended purpose. Software hacking, re-use of our software code, accessing
materials which Property Manager have not been authorised to use, and
deliberately placing the platform under undue stress and repeatedly harassing
other Users via unsolicited email or other means of communication are strictly
forbidden.
10.
Confidentiality
10.1.Property Manager agrees not to
reveal to third parties confidential information, which Property Manager
obtains from Rentals United or which is created or arises during performance of
the Services.
10.2.Confidential information
refers in this agreement to any item of information – technical, commercial or
of any other nature – regardless of whether or not such information has been
documented, with the exception of:
a) information, which is
generally known or which becomes a matter of general knowledge in a manner
other than through Property Manager’s breach of the provisions of the
agreement;
b) information, which Property
Manager can prove that it had possessed before he received it from Rentals
United;
c) information, which Property
Manager received or will receive from a third party when such party does not
have a duty of secrecy to Rentals United.
10.3.In cases referred to by c.,
above, Property Manager is not however entitled to reveal to third parties that
the same information has been received from Rentals United pursuant to this
agreement.
10.4.Property Manager agrees to
ensure that its employees, consultants and board members do not disclose
confidential information to third parties.
10.5.Property Manager shall not
without compelling reason reveal
a) the Contents of this Agreement
or any arbitration award related to this Agreement;
b) any information regarding
negotiations or arbitration or mediation proceedings related to this Agreement.
The obligations under a)–b)
above shall survive the termination of the agreement.
10.6.If Property Manager violates
this provision he shall upon request pay to Rentals United a penalty of fifty
thousand Swedish kronor (50 000 SEK) for each violation. The payment of penalty
does not affect Rentals United’s right to apply other sanctions than damages to
the contractual breach. Violation of this provision exists even without proof
of intent or negligence.
11.
Breach
If Rentals United has reason
to believe that Property Manager or a User violated any part of this agreement,
Rentals United may suspend all Services to be provided hereunder with immediate
effect without incurring any liability therefore. In cases of such suspension,
any funds owed to Rentals United must be settled immediately and Rentals United
reserves the right to set off any fees due from deposits made by the User which
have been held in trust.
12.
Intellectual Property and
infringement of rights of third parties
12.1.Rentals United holds all
rights to the Services and related software to the extent any such right is not
held by a licensor retained by Rentals United or a third party software or
license provider.
12.2.If any claim is made or
threatened against Property Manager by any third party that the use by Property
Manager, accommodation provider or Guest of any service or related software
infringes a Swedish copyright of that third party being in force at the date of
the agreement, Property Manager shall notify Rentals United fully and promptly
after it becomes aware of the claim or threatened claim, and subject to clause 7.2, Rentals United shall
indemnify Property Manager against any third party claims which are awarded
against Property Manager, provided that Rentals United is promptly given full
control of any legal proceedings or negotiations in connection with the claim
or threatened claim, and that Property Manager
a)
shall give Rentals United all reasonable assistance
for the purpose of any such proceedings or negotiations,
b)
makes no prejudicial admission or statement or
otherwise compromise any such proceedings or negotiations, pay or accept any
claim or threatened claim without the consent of Rentals United, except under a
final award,
c)
accounts to Rentals United for any damages and costs
which are awarded against or agreed to be paid by any third party in respect of
any such claim or threatened claim, and
d)
takes such steps as Rentals United may reasonably
require to mitigate or reduce any loss of Property Manager.
12.3.Rentals United shall have no
liability to Property Manager if the infringement or threatened infringement of
intellectual property rights of any third party is the result of
a) Property Manager, accommodation
provider or Guest modifying or misusing the Service or related software or
other intellectual property right or providing such to a third party,
b) the failure of Property
Manager, accommodation provider or Guest to use enhancements or modifications
offered by Rentals United in order to avoid infringement,
c) the use of information,
documents, software, facilities or any other items supplied by Property Manager,
accommodation provider or Guest for the purposes of the Assignment or
d) the combination of the Service
and related software with any product or service not delivered by Rentals
United hereunder.
12.4.Rentals United shall own and
have the exclusive right to all intellectual property, ideas and software
developed or derived from Rentals United’s Services and related software irrespective
of if such is developed or derived as a result from ideas or suggestions from
Property Manager.
12.5.The indemnity contained in
this clause 12 constitutes Property
Manager’s sole and exclusive remedy and Rentals United’s entire liability with
respect to any part of the Service or related software infringing any copyright
or patent of any third party.
13.
Warranties
Rentals United may not be held
responsible for damages to third parties resulting from distribution of data
and media supplied by Property Manager, an accommodation provider or a Guest
which Property Manager were unauthorised to send to us. Property Manager warrant
that Property Manager, the accommodation providers and Guests have permission
to distribute all data and media provided to Rentals United, used in connection
with the Services or presented on the Platform. Property Manager is responsible
for any and all damages to Rentals United or third parties resulting from
malicious code or computer viruses which are contained in any use by Property
Manager, accommodation providers or Guests of the platform.
14.1.In no event other than breach
of clause 3.3 or abuse of the Platform as
set forth in clause 9 shall either party's
aggregate liability exceed the amounts actually paid by and/or due from Property
Manager in the twelve (12) month period immediately preceding the event giving
rise to such claim.
14.2.Rentals United shall under no
circumstances be liable to Property Manager for any loss of profits, loss of
business, business interruption or loss of business opportunity or for any
other indirect or consequential loss or damage. For the avoidance of doubt,
reimbursements or damages paid by Property Manager to an accommodation provider
or a Guest are not to be considered an indirect or consequential loss or damage
under the Agreement. Rentals United shall under no circumstances be liable to Property
Manager for any loss or damage due to a disagreement, conflict or claim between
Property Manager, an accommodation provider and/or the Guest who made a
reservation via the Platform for double Bookings or otherwise.
14.3.Property Manager recognizes
that Rentals United is not a party to any agreements created by use of the
Platform as all such agreements is made exclusively by and between Property
Manager and the respective accommodation provider or Guest, nor is Rentals
United a real estate broker, agent or insurer. Hence, Property Manager
undertakes to save and hold Rentals United harmless against any and all claims
from accommodation providers and Guests as well as not to direct any claims
towards Rentals United based on the action, performance or non-performance of
an accommodation provider or a Guest.
14.4.Property Manager recognizes
that any payment service provider is exclusively responsible for the payment
services and Property Manager therefore undertake not to direct any claims
whatsoever against Rentals United regarding payments via such payment services
provider or any circumstance relating to such payment services provider as
Rentals United is not their agent or otherwise involved in or part to the
relationship between Property Manager and such payment services provider.
14.5.If Rentals United materially
fails to comply with the agreement, Rentals United is responsible for any
direct loss or damage Property Manager may incur as a foreseeable result of
Rentals United breaching this agreement or materially failing to use reasonable
care and skill when providing the Services. Loss or damage is foreseeable if either
Rentals United or Property Manage had reason to suspect that such loss or
damage may occur.
14.6.Rentals United will take
reasonable care to ensure that any data it holds in relation to Property
Manager is secure. However, Property Manager acknowledge and agree that a
service provided via the internet cannot be completely secure and Rentals
United will only be responsible to
Property Manager for loss or damage to Property Manager’s data to the
extent that it is caused by Rentals United’s material failure to take such
reasonable care.
14.7.Whilst Rentals United will use
its reasonable efforts to make sure that its service is available to Property
Manager, accommodation providers and Guests when they want to use it, Rentals
United makes no promise or guarantee that its service will be uninterrupted or
error free and Rentals United will not be responsible to Property Manager,
accommodation providers or Guests for such errors or interruptions.
15.
Modification Of Service
Rentals United reserves the
right to, at its sole discretion, modify the Service at any time, effective
upon posting. Property Manager is responsible for regularly reviewing the
Service. Continued use of the Service after any such changes shall constitute Property
Manager’s consent to such changes.
16.
Assignment Of Agreement
This Agreement may not be
assigned by Property Manager without the prior written approval of Rentals
United but may be assigned without Property Manager’s consent by Rentals United
to (i) a parent or subsidiary, (ii) an acquirer of assets,
or (iii) a successor by merger. Any purported assignment in violation of this
section shall be void. Any actual or proposed change in control of Property
Manager that results or would result in a direct competitor of Rentals United
directly or indirectly owning or controlling 50% or more of Property Manager
shall entitle Rentals United to terminate this agreement with immediate effect
without incurring any liability therefore.
17.
Term of the agreement
17.1.This agreement enters into
force when Property Manager clicks the "Sign me up" button and may be
terminated by either party giving the other party at least thirty (30) days
written notice.
18.
Governing law
This Agreement shall be
construed in accordance with and be governed by the laws of Sweden.
19.
Disputes
19.1.Any dispute, controversy or
claim arising out of or in connection with this contract, or the breach,
termination or invalidity thereof, shall be finally settled by arbitration in
accordance with the Rules of the Arbitration Institute of the Stockholm Chamber
of Commerce.
19.2.The place of arbitration shall
be Stockholm.
19.3.The language to be used in the
arbitral proceedings shall be English.
20.
General
20.1.This agreement constitutes the
entire agreement between the parties and supersedes and terminates all previous
agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject
matter hereof. Each party agrees that it shall have no remedies in respect of
any statement, representation, assurance or warranty (whether made innocently
or negligently) that is not set out in this agreement.
20.2.Nothing in this agreement
shall be construed as creating a partnership or joint venture of any kind
between the parties or as constituting or authorizing either party as the agent
of the other party for any purpose whatsoever. Neither party shall have the
authority or power to bind the other, or to contract in the name of, or hold
itself out as, or create a liability against the other in any way or for any
purpose.
20.3.Any notice given under this agreement
shall be in writing (which shall also include email) in English and served by
email, hand, prepaid recorded or special delivery post or prepaid international
recorded airmail. Notices shall be given at the parties’ respective address
specified on the front page of this agreement. Any such notice shall be deemed
to have been served at the time of delivery. The parties shall notify each
other of changes in addresses for service during the duration of this agreement.
20.4.If any clause of this agreement
is found by any court or administrative body of competent jurisdiction to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the other provisions of this agreement which shall remain in full force and
effect.
20.5.The failure to exercise or
delay in exercising a right or remedy under this agreement shall not constitute
a waiver of the right or remedy or a waiver of any other rights or remedies and
no single or partial exercise of any right or remedy under this agreement shall
prevent any further exercise of the right or remedy or the exercise of any
other right or remedy. The rights and remedies contained in this agreement are
cumulative and not exclusive of any rights or remedies provided by law.
20.6.Rental United reserves the
right to amend or vary these terms and conditions at its sole discretion. Such
amendments and variations shall be according to what is posted at Rentals
United web site and shall take effect thirty (30) days after posting. Where
Property Manager finds such amendment or variation unacceptable it shall, as
its sole and exclusive remedy and action, be entitled to terminate the
agreement with immediate effect and without incurring any liability therefore.