Room Manager Terms & Conditions
This Agreement is between Room Manager (Room Manager) of Southport Central 3, Level 3, Suite 30304 9 Lawson Street, Southport QLD 4215 Australia and the Supplier (You).
1.1 Room Manager is a Room management system manager all your Room operations in a web based environment. Your Room products can also be distributed out to third party systems via the distribution network and agent consoles;
1.2 You are a Room operator and wish to use an online system (Room Manager) to manager your Inventory, Rates and Bookings and distribute this information through Room Manager’s distribution;
1.3 You have agreed to use the Room Manager system and in doing so grant Room Manager the rights specified in this Agreement.
2.1 In this Agreement, unless expressed or implied to the contrary:
| Agreement | Means this Agreement. |
| Activation Date | means the date you received access to your Room Manager console |
| Booking Form | Means the form created by the Room Manager Technology that is installed on Your website and completed by Customers who book your Inventory online. |
| Commencement Date | Means the date that you accept these terms and conditions and complete the Plan. |
| Connected | Means distribution through the Room Manager distribution network. |
| Customer | Means anyone who books Rooms using any third party websites that Room Manager has distributed your inventory and rates to. |
| Fees | Means the Fees identified in clause 6 of this Agreement. |
| Force Majeure
Event |
Means a circumstance beyond the reasonable control of a Party which results in a Party being unable to perform its obligations under this Agreement and includes, but shall not be limited to, acts of God, storm, tempest, earthquakes, floods and any other natural disaster, acts of war, terrorism, riots and strikes. |
| GST Act | means the A New Tax System (Goods and Services Tax) Act 1999 (Cth). |
| GST Law | Means the GST Act and any associated legislation including, without limitation, delegated legislation. |
| Insolvency Event | Includes the filing of an application or petition or appointing a liquidator, receiver, administrator or entering into an arrangement seeking relief or protection under applicable bankruptcy laws. |
| Intellectual
Property Rights |
Means any rights identified in clause 7 of this Agreement. |
| Inventory | means the products or Rooms being supplied by You and includes, but is not limited to, Rooms, and other Room types and shall contain, but is not limited to, your details, rates, rate plans or packages, cancellation policies, amendment policies, property and room features (including images) that You offer to the public through Room Manager’s Database. |
| Party | Means a Party to this Agreement and includes any reference to Parties. |
| Personal
Information |
Includes information about the parties to this Agreement and any information relating to any Customer. |
| Room Manager | means Room Manager |
| Room Manager
Database |
Means the electronic storage facility which enables your Inventory to be distributed and published online to its distribution channels. |
| Room Manager
Technology |
includes all Room Manager products including any subsidiary companies of Room Manager and any other company branded product from time to time. |
| Supplier | means You, the owner of a Room, or accommodation, or the person duly authorised on behalf of the owner, who supplies the Inventory and your is a reference to You. Means any website that is updated by the Room Manager Technology including but not limited to, Bookeasy, agents and the Bookeasy Distribution network. |
| Third Party
Websites |
Means any website that is updated by the Room Manager Technology including but not limited Bookeasy, agents and the Bookeasy Distribution network. |
2.2 In this Agreement:-
(a) headings and underlining’s are for convenience only and do not affect the interpretation of this Agreement;
(b) a provision of this Agreement will not be interpreted against a Party just because that Party prepared the provision;
(c) a word or expression in the singular includes the plural, and vice versa;
(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;
(e) a reference to a Statute includes an amendment or re-enactment to that legislation and includes subordinate legislation in force under it;
(f) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
(g) a reference to a Party to this or any other Agreement includes that Party’s successor and permitted assignee;
(h) a reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing;
(i) a reference to a clause includes a reference to a subclause;
(j) a reference to a person or words denoting a person includes any company, statutory corporation, partnership, joint venture, association, board, government or semi-government agency or authority and that person’s successors and legal personal representative;
(k) The rights, obligations, representations, warranties and indemnities of the Parties are given, undertaken, made or offered (as the case may be) jointly and separately by each of the Parties under this Agreement and each of the rights, obligations, representations, warranties and indemnities of the Parties is to be read accordingly.
3.1 Subject to clause 16.4, this Agreement commences on the Commencement Date and continues until expiry of the Plan or termination of this Agreement by either Party giving notice to the other pursuant to clause 11.
4.1 After you have submitted Your Inventory to Room Manager’s Database, Room Manager may contact you and make other enquiries to ensure the validity of Your Inventory. Subject to Room Manager’s satisfaction as to the validity of your details and Inventory, Room Manager will activate Your Plan and publish Your Inventory on the Room Manager Database.
4.2 If our assistance is required to install the Booking Form or to connect the Room Manager Technology to third party websites selected by you, you agree to provide Room Manager with your applicable usernames and passwords and authorise Room Manager to install the Booking Form on Your behalf.
4.3 If you are unable to provide us with the details required under clause 4.2 within seven (7) days from entering into the Agreement, You grant us authority to contact your webmaster and any third party websites to obtain your username and password on Your behalf. Room Manager will use the information provided by your webmaster for the sole purpose of installing the Booking Form on Your website.
5.1 You must, in addition to any other obligations expressed in this Agreement:
(a) ensure the accuracy of Your Inventory supplied to the Room Manager Database so that Room Manager can comply with its obligations under this Agreement. If such Inventory is delayed or not accurately provided by you, Room Manager’s corresponding obligations may be suspended until the Inventory is properly received;
(b) Pay to Room Manager the Fees in clause 6 of this Agreement;
(c) Provide the best available rates for Inventory supplied to Room Manager’s Database; (d) Have sole responsibility for ensuring that the Inventory provided to Room Manager’s Database: (i) is not misleading or deceptive;
(ii) Does not infringe the Intellectual Property Rights of any person;
(iii) is not obscene, offensive, defamatory, personally offensive or in any way unsuitable to persons under the age of eighteen (18) years;
(iv) Does not comprise and cannot be used for any activity of an illegal, fraudulent or defamatory nature; (v) Otherwise complies with all applicable laws.
(e) Honour all bookings made at the rates you provide in the Inventory to the Room Manager Database;
(f) re-locate/secure the same standard of Room for a Customer at Your expense, where an error or fault occurs as a consequence of You uploading inaccurate Inventory to Room Manager’s Database that details
the availability of Inventory from Room Manager’s Database, when no such availability actually exists at the time of the Customer’s booking;
(g) Have sole responsibility for ensuring that Customers comply with your normal payment terms and conditions;
(h) Only use the data or information provided to you by Room Manager for the sole purpose of this Agreement;
(i) ensure that the password provided to You by Room Manager shall remain confidential and shall not be published, or made available, to any third party;
(j) Regularly change Your Room Manager password. The password should be changed each time that an employee with knowledge of the password ceases employment with your business;
(k) Grant Room Manager permission to make changes to Your Inventory on Room Manager’s Database;
(l) Provide Room Manager with and authorise Room Manager to use any of your usernames and passwords to connect to any third party websites (selected by You) to update Your Inventory;
(m) pay the cost of any relocation or Room changes that you make for a Customer who has booked Your Inventory , which you agree will be solely at Your expense and not at the expense of Room Manager;
(n) grant Room Manager permission to contact Customers that have made bookings via Room Manager Technology to confirm any cancellations or amendments, as may be necessary;
(o) conduct Your business from the location at which Your Inventory is published on Room Manager’s Database to be eligible to sign-up to the Room Manager Plan.
(p) Check reservation lists on third party sites and Room Manager frequently, as email notifications can fail and Room Manager will not be liable for any losses incurred as a result of the Property not receiving emails.
5.2 Room Manager must, in addition to any other obligations in this Agreement:
(a) distribute Your Inventory to Customers via Room Manager’s Database in accordance with the Inventory provided by You, subject to clause 16.10;
(b) grant You access to Room Manager’s Database for the express purpose of providing, amending and updating Your Inventory on Room Manager’s Database, subject to clauses 16.1 and 16.2;
(c) permit payment for the booking of the Your Inventory by a Customer directly to You at the date the booking is made, pursuant to Your normal payment terms and conditions (where provided by You), unless You have elected for Room Manager to collect payment on Your behalf in accordance with clause 6 of this Agreement;
(d) provide the Customer with confirmation of its reservation once a booking has been made and provide the Customer with Your contact details for all post-booking requests, including cancellations and amendments of bookings.
6.1 You must pay Room Manager:
(a) The monthly Fees as invoiced to you by Room Manager.
6.2 Your Room Manager Fees will be paid by Credit Card and you will provide Room Manager with a valid credit card and authorization to deduct any fees from this credit card.
6.3 We will issue You with an invoice summary within five (5) working days from the end of the month in which the Customer departs Your accommodation, which requires you to login to Room Manager to obtain our tax invoice for the Fees outlined in clause 6.1 which are payable by You.
6.5 You are required to notify Room Manager of any discrepancies in Room Manager’s tax invoice within 7 days from the date of issue of the invoice summary. Failure to do so may result in the Fees charged being debited by the payment method nominated by you in clause 6.2.
6.6 You authorise Room Manager to debit:
(a) The Fees charged under clause 6.1 within 14 days from the beginning of each month; and
6.8 Room Manager has the right to suspend your access to use of the Room Manager Technology for failure to make any payment due and payable by you under this Agreement. Suspended accounts will attract a reconnection fee of $200 which shall be deducted from your bank account or credit card, based upon the payment method elected by you.
6.10 Any dispute between the parties as to the Fees charged will be determined in accordance with clause 13.
6.11 All Fees referred to in this Agreement are exclusive of GST.
6.12 Where you do not pay your invoice within the payment terms, your outstanding debt may be given to our nominated debt collector. You agree to pay all additional costs that are charged by the debt collector in addition to the invoiced amount.
7.1 The parties acknowledge and agree that no rights or interests in their Intellectual Property Rights are granted by Room Manager to You or by You to Room Manager under this Agreement.
8.1 In this Agreement, Room Manager:
(a) does not warrant that the Room Manager Technology will meet all of Your requirements;
(b) does not warrant that the access to Room Manager’s Database or its use will be uninterrupted, virus-free, error free, continuous or fault-free, as the operation of Room Manager’s Database may be interfered with by numerous factors beyond Room Manager’s control;
(c) Except as expressly provided by this Agreement or by law, Room Manager makes no further warranty of any kind, whether express or implied.
8.2 In this Agreement, You:
(a) represent and warrant that You are the owner or an agent appointed by the owner who is legally authorised to enter into this Agreement;
(b) represent and warrant that at all times the information provided by You is correct and complies with the Advertising Codes of the Media Council of Australia, the Trade Practices Act 1974 and all other applicable laws.
9.1 Room Manager, including its employees, agents and contractors, denies and shall not be held liable to any person, including You, whether a user of Room Manager’s Database or not, for:
(a) any error or omission caused, in whole or in part, as a consequence of Your use of Room Manager’s Database. This limitation extends to the consequences of any actions taken or omitted to be taken by You in reliance upon all or any part of the content provided to Room Manager’s Database; or
(b) any loss (including legal costs and expenses) incurred by You as a result, either directly or indirectly, of any cancellations by Customers of Your Inventory. You will be responsible for imposing and recovering any cancellation fees from the Customer in accordance with Your usual payment terms and conditions.
9.2 Without limiting the foregoing, Room Manager will not be liable if:
(a) You experience any interference with Your enjoyment of Room Manager Technology resulting from any changes or modifications made or steps taken by any third parties to their software, website or booking systems;
(b) the functions contained in the Room Manager Technology and Room Manager’s Database do not meet Your requirements;
(c) third party software, website or booking system providers prohibit You (now or at any point in the future and whether by contract or otherwise) to use the Room Manager Technology, together with such third party’s software, site or system; or
(d) due to different server and download speeds beyond Room Manager’s control, You experience delays in updating Your Inventory in the Room Manager Technology or on any third party websites.
9.3 Room Manager’s liability for breach of any implied warranty or condition, which is not otherwise excluded by this Agreement, is limited to one or more of the following:
(a) the cost of replacement of Your access to Room Manager’s Database; and/or
(b) the cost of repair of Your access to Room Manager’s Database; and/or
(c) reimbursement of the Fees paid by You in connection with any such breach.
(d) the total liability will not exceed more than one months Fees identified in clause 6 of this Agreement.
10.1 You expressly acknowledge that Room Manager does not exert control over Your use of Room Manager’s Database and You will at all times indemnify and keep Room Manager, its officers, employees and agents, indemnified from and against all loss, damage, cost, charge, or expense suffered by Room Manager arising from any such claim, demand, suit, action or proceeding by any person, where such loss or liability arose out of or in connection with:
(a) Your use of Room Manager’s Database;
(b) any breach by You of Your obligations under this Agreement; and
(c) any claims arising from Your Inventory provided to Room Manager’s Database.
10.2 Room Manager will indemnify You for any loss or damage to the extent permitted by clause 9.3.
11.1 Subject to this clause 11 and clause 16.4, this Agreement may be terminated by either Party providing the other Party with thirty (30) days notice in writing; or
11.2 Room Manager may suspend Your access to the Room Manager Technology and Room Manager’s Database, or terminate the Agreement at any time, by providing written notice to You, including by email, if:
(a)You commit any breach of any of the provisions of this Agreement or perform any wrongful or negligent act or do anything as a result of which Room Manager may incur liability to any person; or
(b)You are in jeopardy of suffering an Insolvency Event.
11.3 You may terminate this Agreement at any time by providing written notice to Room Manager if: (a) Room Manager commits a material breach of any of the terms of this Agreement; or (b) Room Manager is in jeopardy of suffering an Insolvency Event.
11.4 Your obligations in respect of bookings and in particular, the payment of any Fees to Room Manager in accordance with clause 6, incurred prior to any termination of this Agreement, shall survive termination.
11.5 If Room Manager suspends Your access to the Room Manager Technology and Room Manager’s Database, or terminates the Agreement:
(a) Your Booking Form will become inactive (so that Customers cannot book accommodation); (b) the affiliates will not be able to provide a Booking Form to Customers;
(c) You will not be able to use Room Manager’s distribution manager to connect to third party sites (where applicable) and You will be solely responsible for and should immediately change Your email address so that You can receive emails direct from those third party websites; and
(d)You will solely responsible for losses incurred as a result of not receiving emails from third party websites; and
11.7 If payment of all Fees under this clause 11 are not made by You within thirty (30) days from the date of termination of this Agreement , You will be liable to Room Manager for interest on any outstanding Fees at a rate of 15% per annum, calculated on a daily basis and compounded monthly in arrears, plus any costs incurred by Room Manager in recovering those Fees.
12.1 The Parties agree to take all reasonable steps to ensure the integrity and confidentiality of the Personal Information obtained pursuant to this Agreement. In particular, the Parties must:
(a) observe the National Privacy Principles under the Privacy Act 1988 (Cth); and (b) not disclose, use or hold any Personal Information in breach of the Privacy Act 1988 (Cth).
13.1 In the event that a dispute shall arise between the Parties, then the Parties agree to use their best endeavours to resolve such dispute within a period of 14 days from the time either Party gives to the other notice in writing of the dispute.
13.2. In the event such dispute shall arise and has not been resolved in accordance with clause 13.1 then, provided that such dispute arises out of or relates to the Agreement or the breach, termination, validity or subject-matter thereof, the parties agree to use their best endeavours to settle the dispute by mediation by a Mediator appointed by the Queensland Law Society.
14.1 Room Manager may at any time and without Your consent, vary this Agreement, subject to clause 14.2. Any such variations shall be published on Room Manager.com.au at http://www.Room Manager.com/terms 14.2 No variations to this Agreement will be made in relation to the Fees payable in clause 6.1(a) without the Parties having mutually agreed in writing.
15.1 Room Manager is not liable for:
(a) any delay in providing or implementing the Inventory on Room Manager’s Database; (b) any delay in correcting any fault in the access to Room Manager’s Database;
(c) any other delay or default in performance under this Agreement
if it is caused solely by any event reasonably beyond Room Manager’s control, including but not limited to a Force Majeure Event.
17.1This Agreement is governed by and is to be construed in accordance with the laws of Queensland. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Agreement.
19.1 Support and training for Room Manager’s Database and the Room Manager Technology is offered in English only. Please refer to http://www.RoomManager.com/contact-us/ for Room Manager’s current support contact details and business hours.
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email: support@Room Manager.com.au phone: +61 7 56682540