iBex T&Cs

terms and conditions for use of iBex system

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iBex Usage Terms & Conditions
Version 1.0
21 May 2018

Definitions

Agreement - This agreement.

Operator - You, the primary account operator, your staff and agents operating on your behalf.

Seekom - Seekom Limited registered in New Zealand, Company Number 1239626 with offices at 18-24 Allen Street, Wellington New Zealand.
System - The iBex application.

Property - The property or properties or other entities that the Operator is using the System to manage.

Sales Channel - An external sales channel, online travel agent or portal operated by a third party such as Booking.com or Expedia, OR an internal sales channel or portal belonging to a separate Operator within the System.

External PMS - A property management system operated by a third party to provide availability and, optionally, rate information to the System.

GDPR DPA - EU General Data Protection Regulation – Data Processing Agreement

By using this service the Operator agrees to the conditions herein specified by this Agreement.

1. General Responsibilities of Seekom

1.1
Seekom shall use their best endeavours to provide and maintain access to the System on a 24x7 basis and shall take all necessary steps to maintain a high level of reliability.

1.2
From time to time, Seekom will be required to remove online access to the System for upgrades and maintenance. Seekom will endeavour to time these events so as to cause minimal disruption to the Operator and shall where possible give advance notice of such a planned outage.

1.3
Seekom shall maintain the security of the System and is responsible for providing mechanisms to prevent unauthorised access. The Operator is responsible for the correct use of such mechanisms as detailed in Section 2.

1.4
Seekom may monitor or keep any records or logs of the Operator’s use of the System that it deems necessary.

1.5
With the exception of Sales Channels or External PMS as defined by or on behalf of the Operator, Seekom shall not divulge information pertaining to the Operator, including booking and customer details, to any other party without prior permission of the Operator except as required by law.

1.6
Seekom shall use its best endeavours to maintain the System to be free from bugs and will undergo regular enhancements and maintenance to provide maximum benefit to the Operator. Any costs related to enhancements or bug fixes shall be the responsibility of Seekom except for any enhancement specific to the Operator where that Operator has agreed to meet the expense of the enhancement.

1.7
Seekom shall not update any data in the database relating specifically to the Operator without first obtaining the permission of the Operator.

2.1
The Operator is responsible for the accuracy of any information entered into the System regarding their operation and agrees to maintain timely updates as and when required.

2.2
The Operator shall not make use of shared username and password credentials and shall provide a separate username and password for each of their staff and agents requiring access to the System. The Operator shall not divulge System account information including username and password to any other party except where approved by Seekom for the purposes of programmatic access such as to an External PMS or Sales Channel.

2.3
The Operator shall be solely responsible for financial transactions with their customers and Sales Channels and shall not hold Seekom liable for any financial liability between the Operator and their customers and Sales Channels.

2.4
The Operator shall be solely responsible for the accuracy of inventory, room / unit details, rate definitions and marketing content including, but not limited to, descriptive text and image information entered into the System and which may be made available to Sales Channels as well as to the Operator’s own website. This applies both to Operators managing their inventory directly via the System as well as to Operators using an External PMS.

2.5
The Operator is solely responsible for the accurate mapping of their System inventory to the Sales Channels of their choosing. Furthermore, the Operator acknowledges that communication to and from Sales Channels – the Sales Channel “feed” – may be subject to delays from time to time and that the exchange of availability, rates and booking information is not instant. The Operator therefore acknowledges their responsibility to minimise the possibility of inventory oversubscription and double-bookings by diligent use of the availability management tools provided by the System such as, but not limited to, “availability limit” or “on request threshold” settings and / or by directly holding back inventory from Sales Channels.

2.6
The Operator acknowledges that they are responsible for any fines levied by Sales Channels as a result of inventory over-subscription, double-bookings or inaccurate or misleading content.

2. General Responsibilities of the Operator

3. Billing and Collections

3.1
Seekom will send the Operator invoices for chargeable services. Invoices must be paid by the due date shown on the invoice and any late or short payment will result in suspension of service until payment is made.

3.2
In the event that the Operator fails to pay charges billed by Seekom by the due date:

  1. interest will accrue on the unpaid amount at 10% pa, compounded monthly until paid; and
  2. the Operator will be liable for all costs involved in recovering the unpaid amounts, including but not limited to the charges from debt recovery services and legal fees on a solicitor and own client basis.

3.3
Where the Operator has selected a booking commission plan:

  1. the Operator will be billed for commission on the value or number of all non-cancelled bookings occurring within the calendar month of departure date;
  2. the Operator must provide 30 days’ written notice to change to an alternative plan;
  3. where the Operator changes to an alternative plan, the Operator will remain liable for commission fees on existing bookings and will be billed immediately for all eligible future-dated bookings at the rate that would have applied under their previous plan;

3.4
Seekom shall give at least 30 days’ notice of any price increase.

4. Limitation of Liability

4.1
The Operator understands and agrees that temporary interruptions may occur as normal and reasonable events in the provision of the System. The Operator further understands and agrees that Seekom has no control over third party networks and upstream providers that the Operator may utilise or which the Operator may access in the use of the System.

4.2
Seekom does not make any warranty as to the results obtained from the use of the System or warrant that the System will be uninterrupted or error free.

4.3
All terms, conditions, warranties, undertakings, inducements and representations, whether expressed or implied, statutory or otherwise, relating to the provision by Seekom of the System are excluded. Seekom will not be under any liability in respect of any loss or damage (including consequential loss or damage) however caused which may be suffered or incurred or which may arise directly or indirectly in respect of the System.

4.4
The clause applies where legislation implies a term, condition or warranty into this agreement or otherwise gives the Operator a particular remedy against Seekom (statutory right) and legislation prevents Seekom from excluding or modifying the application of the statutory right. Seekom's liability in respect of a breach of any statutory right will be limited, at Seekom's option, to either:

  1. supply of the System again; or
  2. payment of the cost of having the System supplied again for the applicable billing period.

4.5
Seekom is not liable for any faults or defects in the System which are caused to any material extent by the Operator’s conduct or misuse.

5. Force Majeure

5.1
Seekom is not liable for:

  1. any delay in providing the System,
  2. any delay in correcting any fault in the System,
  3. failure or incorrect operation of the System or
  4. any other default in performance under this Agreement if it is caused by any event reasonably beyond the Seekom's control, including but not limited to war, accident, act of God, industrial action, embargo, delay or failure or default by any other service provider.

6. Indemnity

6.1
The Operator hereby indemnifies and shall keep indemnified Seekom in respect of any loss or damage action claim suit or proceeding against Seekom by any person in respect to the use of the Operator’s System account including but not limited to the transmission of any illegal and / or fraudulent material which the Operator transmits or causes to be transmitted using the System.

6.2
The Operator shall indemnify Seekom for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from any of the Operator’s Sales Channels or External PMS including, but not limited to, unfair or deceptive act and practices and consumer protection claims.

6.3
The Operator agrees to defend, indemnify and hold harmless Seekom and each of Seekom’s agents, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs (including legal fees on a solicitor and own client basis), expenses, damages, assessments, or judgments, resulting from any claim or allegation arising in connection with the Operator’s obligations under this Agreement except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Seekom.

7. Cancellation and Termination

7.1
Unless otherwise agreed in writing the minimum term of this Agreement is 3 months from the date the Agreement is accepted. Thereafter, either party may give written notification to terminate the Agreement at the end of the current invoice period.

7.2
Payments which are made in advance for a lease period are not refundable if the Operator’s account is terminated within the lease period or prior to the end of the pre-paid lease period.

7.3
Where the Operator has a booking commission plan, the Operator will remain liable for commission fees on existing bookings and will be billed immediately for all future-dated bookings at the rate applying to their plan.

7.4
The Agreement may be terminated immediately by notice in writing if:

  1. Any payment due from the Operator to Seekom pursuant to this Agreement, including but not limited to lease charges, remains outstanding for 30 days past the due date;
  2. The Operator provides false or inaccurate information which is required for the provision of the System or that which is necessary to allow Seekom to bill the Operator for the System, and such condition is not remedied within seven (7) days;
  3. Either party fails to perform or observe any other material term or condition of this Agreement;
  4. There is an appointment of any type of insolvency administrator in respect of the Operator or affairs either party;
  5. The Operator is evicted or otherwise removed from control of the Property;

8. Change of Ownership

8.1
If, as a result of the Property being sold or otherwise the Operator will cease to manage the Property, the Operator shall:

  1. give notice of the termination of this Agreement under clause 7; and
  2. provide contact details for the new owner or manager.

8.2
Unless agreed otherwise in writing, the Operator remains the party to this Agreement and liable for all payments under it until this Agreement is terminated under clause 7.

9. Use limitations

9.1
The Operator agrees that any attempt to break security or to access an account which does not belong to the Operator, shall be considered a material breach of contract, and that Seekom may terminate this Agreement without liability. Upon such termination by Seekom, the Operator shall be liable for any applicable charges, including cancellation charges.

9.2
Seekom reserves the right to suspend or terminate the availability of the System to the Operator in the event it is used in a manner which:

  1. constitutes violation of any law, regulation or tariff (including without limitation, copyright and intellectual property laws);
  2. is defamatory, fraudulent;
  3. is intended to threaten, harass or intimidate;
  4. interferes with other customers use and enjoyment of the System.

10. Data Processing Addendum

10.1
The Data Processing Addendum (DPA) sets out our obligations and commitment to process your data in compliance with the EU General Data Protection Regulation (GDPR). The Operator agrees to the – Data Processing Addendum (DPA). The details of the DPA can be found here.

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