ResOnline Terms And Conditions

This Agreement is between Resonline Pty Ltd ABN 71 145 067 018 (Resonline) of Southport Central 3, Level 3, Suite 30304 9 Lawson Street, Southport QLD 4215 Australia and the Supplier (You).

1. Operation

1.1 Resonlne carries on a channel management distribution business, which includes the distribution of your product entered into the Resonline extra net and then distributed out to third party systems;

1.2 You are an accommodation provider and wish to publish Your Inventory and Accommodation Data (Inventory) Resonline’s distribution;

1.3 You have agreed to provide Resonline with Your Inventory and in doing so grant Resonline the rights specified in this Agreement.

2. Definitions and Interpretation

2.1 In this Agreement, unless expressed or implied to the contrary:

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. Term

3.1 Subject to clause 16.4, this Agreement commences on the Commencement Date and continues until the expiry of the Plan or termination of this Agreement by either Party giving notice to the other pursuant to clause 11.

4. Validation and Provision of Inventory

4.1 After You have submitted Your Inventory to Resonline’s Database, Resonline may contact You and make other enquiries to ensure the validity of Your Inventory. Subject to Resonline’s satisfaction as to the validity of Your details and Inventory, Resonlne will activate Your Plan and publish Your Inventory on the Resonline Database.

4.2 If our assistance is required to install the Booking Form or to connect the Resonline Technology to third party websites selected by You, You agree to provide Resonline with Your applicable usernames and passwords and authorise Resonline 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. Resonline will use the information provided by Your webmaster for the sole purpose of installing the Booking Form on Your website.

5. Obligations of the Parties

5.1 You must, in addition to any other obligations expressed in this Agreement:

(a) ensure the accuracy of Your Inventory supplied to the Resonline Database so that Resonline can comply with its obligations under this Agreement. If such Inventory is delayed or not accurately provided by You, Resonline’s corresponding obligations may be suspended until the Inventory is properly received;

(b) pay to Resonline the Fees in clause 6 of this Agreement;

(c) provide the best available rates for Inventory supplied to Resonline’s Database;

(d) have sole responsibility for ensuring that the Inventory provided to Resonline’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 Resonline Database;

(f) re-locate/secure the same standard of accommodation for a Customer at Your expense, where an error or fault occurs as a consequence of You uploading inaccurate Inventory to Resonline’s Database that details the availability of Inventory from Resonline’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 Resonline for the sole purpose of this Agreement;

(i) ensure that the password provided to You by Resonline shall remain confidential and shall not be published, or made available, to any third party;

(j) regularly change Your Resonline password. The password should be changed each time that an employee with knowledge of the password ceases employment with Your business;

(k) grant Resonline permission to make changes to Your Inventory on Resonline’s Database;

(l) provide Resonline with and authorise Resonline 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 Resonline;

(n) grant Resonline permission to contact Customers that have made bookings via Resonline 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 Resonline’s Database to be eligible to sign-up to the Resonline Plan.

(p) Check reservation lists on third party sites and Resonline frequently, as email notifications can fail and Resonline will not be liable for any losses incurred as a result of the Property not receiving emails.

(q) ensure that your password for the credit card vault remains confidential and is not published or made available to any other party.

5.2 Resonline must, in addition to any other obligations in this Agreement:

(a) distribute Your Inventory to Customers via Resonline’s Database in accordance with the Inventory provided by You, subject to clause 16.10;

(b) grant You access to Resonline’s Database for the express purpose of providing, amending and updating Your Inventory on Resonline’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 Resonline 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. Fees and Charges

6.1 You must pay Resonline:

(a) the Fees required to be paid will be listed against each channel connection in the channel manager distribution interface. The price for each channel may vary from time to time and if a price changes once you have connected you will be notified by e-mail to the e-mail that you provided under the property details page within Resonline.

Resonline may, from time to time, offer free connections to particular channels. These free connections will not be included in the fees above.

You will be able to see which channels charged and the amount and which channels are free by going to the distribution interface page once you have logged into Resonline.

6.2 Your Resonline Fees will be paid by Credit Card and you will provide Resonline 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 Resonline 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 Resonline of any discrepancies in Resonline’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 authorize Resonline to debit:

(a) the Fees charged under clause 6.1 within 14 days from the beginning of each month; and

6.8 Resonline has the right to suspend Your access to use of the Resonline 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 inclusive 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. Intellectual Property Rights

7.1 The parties acknowledge and agree that no rights or interests in their Intellectual Property Rights are granted by Resonline to You or by You to Resonline under this Agreement.

8. Warranties

8.1 In this Agreement, Resonline:

(a) does not warrant that the Resonline Technology will meet all of Your requirements;

(b) does not warrant that the access to Resonline’s Database or its use will be uninterrupted, virus-free, error free, continuous or fault-free, as the operation of Resonline’s Database may be interfered with by numerous factors beyond Resonline’s control;

(c) represent and warrant that you will keep all Resonline usernames and passwords (including the credit card vault password) confidential and secure.

(d) Except as expressly provided by this Agreement or by law, Resonline 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 authorized 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. Disclaimer and limitation of liability

9.1 Resonline, including its employees, agents and contractors, denies and shall not be held liable to any person, including You, whether a user of Resonline’s Database or not, for:

(a) any error or omission caused, in whole or in part, as a consequence of Your use of Resonline’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 Resonline’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, Resonline will not be liable if:

(a) You experience any interference with Your enjoyment of Resonline 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 Resonline Technology and Resonline’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 Resonline Technology, together with such third party’s software, site or system; or

(d) due to different server and download speeds beyond Resonline’s control, You experience delays in updating Your Inventory in the Resonline Technology or on any third party websites.

9.3 Resonline’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 Resonline’s Database; and/or

(b) the cost of repair of Your access to Resonline’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. Indemnity

10.1 You expressly acknowledge that Resonline does not exert control over Your use of Resonline’s Database and You will at all times indemnify and keep Resonline, its officers, employees and agents, indemnified from and against all loss, damage, cost, charge, or expense suffered by Resonline 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 Resonline’s Database;

(b) any breach by You of Your obligations under this Agreement; and

(c) any claims arising from Your Inventory provided to Resonline’s Database.

10.2 Resonline will indemnify You for any loss or damage to the extent permitted by clause 9.3.

11. Termination

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 Resonline may suspend Your access to the Resonline Technology and Resonline’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 Resonline 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 Resonline if:

(a) Resonline commits a material breach of any of the terms of this Agreement; or

(b) Resonline 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 Resonline in accordance with clause 6, incurred prior to any termination of this Agreement, shall survive termination.

11.5 If Resonline suspends Your access to the Resonline Technology and Resonline’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 Resonline’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 Resonline 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 Resonline in recovering those Fees.

12. Privacy

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).

(c) a copy of Resonline’s Privacy Policy is located at www.resonline.com/contact-us/privacy-policy/

13. Dispute Resolution

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. Variations

14.1 Resonline may at any time and without Your consent, vary this Agreement, subject to clause 14.2. Any such variations shall be published on Resonline.com.au at http://www.resonline.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. Force Majeure

15.1 Resonline is not liable for:

(a) any delay in providing or implementing the Inventory on Resonline’s Database;

(b) any delay in correcting any fault in the access to Resonline’s Database;

(c) any other delay or default in performance under this Agreement

if it is caused solely by any event reasonably beyond Resonline’s control, including but not limited to a Force Majeure Event.

16. General

16.1 We have test site facilities with the majority of last minute websites. As some third party websites (Wotif & Rates to Go) are yet to provide Resonline with a test site facility, Resonline recommends that You:

(a) advise your third party website that You are now using the Resonline Technology to automatically update their third party websites;

(b) request that the third party websites advise You of any future change to their websites that may prevent you from logging into or updating the third party websites via the Resonline Technology.

16.2 Upon notification of changes from the third party websites or any other websites, please notify Resonline so that the Resonline Technology can be updated. Should the third party website or any other website fail to provide the appropriate notification to You, Resonline will not accept liability for any failure of the Resonline Technology.

16.3 Resonline updates take 3-5 minutes to be delivered to third party websites; Check-in channel will take approximately 10 min to update. Resonline will take no responsibility for any double bookings made within this time.

16.4 In the event that any third party software, website or booking system provider takes or threatens to take any action which results or may result in either:

(a) preventing You (contractually or otherwise) from using the Resonline Technology in connection with such software, website or booking system; or

(b) preventing the Resonline Technology from operating with such third party software, website or booking system otherwise functioning as intended,

then You grant Resonline the right to represent You in connection with any negotiations or discussions with such third party provider and to reach any settlement on Your behalf.

17. Governing Law and Jurisdiction

17.1 This 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.

18. Resonline Support

18.1 Support and training for Resonline’s Database and the Resonline Technology is offered in English only. Please refer tohttp://www.resonline.com/contact-us/ for Resonline’s current support contact details and business hours.

19. Credit Card Storage Vault

19.1 Resonline will store credit cards for bookings to enable you to charge for accommodation bookings.  These credit cards will be cleared 7 days after the guest departs.

19.2 Resonline will not store the CCV in the credit card vault.