HOTELS CONNECT TERMS AND CONDITIONS OF USE

1.    USER AGREEMENT

1.1.    All contracts, agreements, arrangements and dealings between Hotels Connect Pty Ltd (ACN 628 349 575) (and each of its subsidiaries, affiliates, associated companies and related entities) (Hotels Connect) and any person using the Application or the Website (“Customer” or “You”) are subject to the terms and conditions of use set out in these terms (Terms).
1.2.    These Terms shall be deemed to be incorporated into all agreements for the use of the System by the Customer. These Terms supersede all prior understandings, arrangements and agreements relating to such use. In the event that there is any inconsistency between these Terms and any other communication from Hotels Connect, these Terms shall prevail unless specified otherwise in writing by Hotels Connect.
1.3.    By visiting and/or using the Website or the Application, You agree to be bound by these Terms. If You do not agree to any provisions of these Terms, You must not use the Application or the Website.
1.4.    Hotels Connect may amend these Terms at any time at its sole discretion. By continuing to use the Website and/or Application, the Customer will be deemed to have accepted any revised terms published from time to time on the Website. 

2.    REGISTRATION

2.1.    In order to access the Application and some of the features of the Website, You can elect to register as a customer of Hotels Connect (User).
2.2.    Hotels Connect may require Users to create usernames, passwords or other identification or authentication information to that is required for use of and access to the System (Access Information).  
2.3.    You are solely responsible for the activity that occurs on your account, and You must keep your Access Information secure and protect it from unauthorised access or use. If You suspect or become aware of any unauthorised use of your account or that your Access Information is no longer secure, You agree to notify Hotels Connect immediately.

3.    SCOPE OF SERVICES 

3.1.    Hotels Connect provides an online platform via the Application and Website, through which third parties such as hotels and service providers including restaurants, car rentals and transport (Third Party Suppliers) can advertise, market, sell, promote and/or offer their products and services for order, purchase, reservation and/or hire and through which relevant users of the Application or Website can search, order and or reserve these products or services (Hotels Connect Services).
3.2.    By utilizing the Hotels Connect Services, You enter into a direct and legally binding contractual relationship with the Third Party Suppliers with which you make a reservation or purchase a product or service. From the point at which you make a reservation or purchase a product or service with a Third Party Supplier, we act solely as an intermediary between You and the Third Party Supplier and send you a confirmation email for and on behalf of the Third Party Supplier. Hotels Connect does not sell, re-sell, rent out or offer any travel product or service. You must make all payment of all debts due to Third Party Suppliers incurred in respect of goods and services procured by you via your use of the Application at the direction of Hotels Connect. 
3.3.    The information that We disclose in providing the Hotels Connect Services is based on the information provided to Us by Third Party Suppliers. As such, the Third Party Suppliers that market and promote their services on the Application or Website are given access to our systems through which they are fully responsible for updating all rates/fees/prices, availability, policies and conditions and other relevant information which is displayed on our Application or Website. 

3.4.    Although we will use reasonable skill and care in delivering the Hotels Connect Services, we will not verify if, and cannot guarantee that, all information is accurate, complete or correct, nor can we be held responsible for: 
(a)    any errors (including manifest and typographical errors), 
(b)    any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our Platform or otherwise), and/or
(c)    inaccurate, misleading or untrue information or non-delivery of information. 
3.5.    Each Third Party Supplier remains responsible at all times for the accuracy, completeness and correctness of their information (including the rates/fees/prices, policies & conditions and availability) displayed on the Application or Website. The System does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level, qualification or rating of any Third Party Supplier other than as explicitly indicated or set out otherwise.

4.    USE OF AND ACCESS TO THE SYSTEM

4.1.    Hotels Connect grants You a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the System in accordance with these Terms. 
4.2.    Hotels Connect warrants and represents that it is the owner or licensee of the System and that in accessing the System in accordance with this agreement, You will not infringe the Intellectual Property Rights of Hotels Connect or any third party.
4.3.    You may not access or use another User’s account and may not cause or allow another person to use your account, other than as expressly allowed under these Terms.
4.4.    You acknowledge that Hotels Connect may display ‘push notifications’ via the Application to inform You of information relevant to the Hotels Connect Services. You may disable this functionality at any time by following the settings prompts on the device on which you view the Application.     
4.5.    Hotels Connect may in its sole discretion terminate a User’s account or restrict a User’s access to the System. If this occurs in respect of your account, You may be prevented from accessing all or parts of the Application or the Website, including your account details or other content contained in your account. Hotels Connect will not be liable to You or any third party for terminating a User’s account or restricting User’s access to the Application or the Website

5.    YOUR INFORMATION

5.1.    You own and will continue to own at all times all of the rights, title and interest in and to Your Information and you are solely responsible for the legality, reliability, integrity, accuracy and quality of Your Information.
5.2.    You continually warrant that You are the owner or licensee of all Your Information; that You have all rights and consents required to provide Your Information to Hotels Connect; and that Hotels Connect’s use of Your Information in accordance with this these Terms will not infringe the Intellectual Property Rights or any other rights of any third party or of any of Your directors, officers, employees, contractors, agents.
5.3.    While you remain a User, Hotels Connect may analyse the way in which you use the System, the Application and the Website for the purposes of developing the System or assessing its business operations. You acknowledge that any Insights created by Hotels Connect in doing this is the sole and exclusive property of Hotels Connect.
5.4.    You grant to Hotels Connect a worldwide, non-exclusive, fully transferable, sub-licensable right to access and use Your Information for the purpose of providing access to the System and undertaking an analysis of the use of the System.

 
6.    MAINTENANCE

6.1.    You agree that Hotels Connect may conduct maintenance of the System from time to time.
6.2.    Hotels Connect may provide You with updates to the System from time to time to enhance or improve the quality, functionality or operation of the System from time to time (Update). Hotels Connect may or may not require You to accept the Update. You acknowledge that in the event that You fail to accept an Update, Your ability to access or use the System may be adversely impacted. 
6.3.    You agree and acknowledge that:
(a)    Your access to or use of the System may be suspended due to Force Majeure for the duration of the Force Majeure event;
(b)    the System is hosted on and supported by servers, internet connections, networks, and other software and/or hardware that are not provided or in the control of Hotels Connect and for which Hotels Connect is not responsible under this agreement or otherwise; 
(c)    access to and use of the System may be affected by such external factors as speed of connection from your equipment to the servers supporting the System at any given time, which factors are beyond the control of Hotels Connect; and
(d)    Hotels Connect will not be liable to You for any Loss arising in connection with any lack of availability or use of, or access to, or failure, defect, interruption or limitation of the System whatsoever.

7.    PROHIBITED ACTIVITIES

7.1.    You must not: 

(a)    use the System in any way that could damage the reputation of Hotels Connect or the goodwill or other rights associated with the System;
(b)    permit any person to link to any page containing any part of the System (including via a hyperlink or RSS feed) without Hotels Connect’s written consent;
(c)    reproduce, make error corrections to or otherwise modify or adapt the, System, the Application or the Website or create any derivative works based upon them;
(d)    de-compile, disassemble or otherwise reverse engineer the System or otherwise attempt to derive the source code or directly or indirectly allow, cause or permit any third party to do so; 
(e)    modify or remove any copyright or proprietary notices contained in the System, or published on the Application or the Website;
(f)    develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the System or otherwise copy data from the System;
(g)    override any security feature or bypass or circumvent any access controls or use limits of the System;
(h)    upload anything to the System that contains Viruses or any other harmful code;
(i)    use bots or other automated methods to access the System;
(j)    monitor the System’s availability, performance or functionality for any competitive purpose;
(k)    engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the System;
(l)    overlay or otherwise modify the System or its appearance or interfaces; or
(m)    interfere with the operation of, or place an unreasonable load on, the System.

8.    STATUTORY CONDITIONS AND WARRANTY

8.1.    You acknowledge and agree that services supplied to You by Hotels Connect come with guarantees that cannot be excluded under the Australian Consumer Law.  Nothing in these Terms purports to modify or exclude the conditions, warranties, guarantees and undertakings, and other legal rights, under the Australian Consumer Law and other laws which cannot be modified or excluded. 

8.2.    Where any law implies a warranty into this agreement which may not be lawfully excluded then to the extent allowed by law (Warranty), any liability imposed upon Hotels Connect in respect of a breach of Warranty will at its option be limited to:
(a)    the resupply of services, or
(b)    the refund of the price paid for the services.

8.3.    Warranties do not apply where the services are acquired for rental, hire or other commercial purpose.

8.4.    To the extent permitted by law, the following are not covered by Warranty:
(a)    failure or defect resulting from Your improper care or use;
(b)    faulty or incorrect use of the System by You; and
(c)    any modification or alteration not conducted or authorised by Hotels Connect.

8.5.    To the extent permitted by law, Hotels Connect shall not be liable for any indirect or consequential damage, losses or expenses suffered or incurred by You, howsoever caused.

9.    LIMITATION OF LIABILITY

9.1.    You acknowledge and agree that:
(a)    to the maximum extent permitted by law, Hotels Connect will not be liable to You or any other person under any circumstances for any loss or damage suffered or incurred by You, or for any indirect, incidental or consequential damages sustained or incurred by You whether such liability arises directly or indirectly as a result of:
(i)    any negligent act or omission or wilful misconduct of Hotels Connect or its employees or agents;
(ii)    the supply, performance or use of the System; or
(iii)    any breach by Hotels Connect of its obligations under these Terms. 

(b)    no other term, condition, agreement, warranty, representation or understanding (whether express or implied) in any way binding upon Hotels Connect, other than these Terms, is made or given by or on behalf of Hotels Connect.
(c)    You are solely responsible for making an assessment that the System is reasonably fit for your intended purpose and required use, and such purpose or required use is in accordance with all applicable laws.
9.2.    Hotels Connect will endeavour to provide the System and any services to You with due care and skill but does not warrant that any services will be provided without fault or disruption. To the extent allowed by law, Hotels Connect excludes all liability to You or anyone else for loss or damage of any kind (however caused or arising) relating in any way to the System, the Application and the Website including, but not limited to, loss or damage You might suffer as a result of:

(a)    errors, mistakes or inaccuracies contained in the System, the Application or the Website;
(b)    You acting, or failing to act, on any information contained on or referred to in the System and/or any linked website;
(c)    any unauthorised access to or use of the System, the Application and the Website and information of any kind stored on the servers that host the System, the Application or the Website;
(d)    any interruption or cessation of transmission to or from the Application and the Website;
(e)    any Viruses or other harmful code or communications which may be transmitted to or through the Application or the Website by any third party; and
9.3.    Hotels Connect does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party on the System or any linked website. Hotels Connect will not be a party to or in any way responsible for monitoring any transaction between You a third party provider of products and services or other User.

10.    INFORMATION ON THE SYSTEM

Hotels Connect is not responsible for any typographical, technical, or descriptive errors contained in the System. If Hotels Connect becomes aware of the existence of such an error it will do all things reasonably necessary to rectify such an error. To the extent permitted by the Australian Consumer Law, Hotels Connect will not be liable to You for any loss or damage arising out of your upon any typographical, technical, or descriptive errors on the System.

11.    LINKS TO THIRD PARTY WEBSITES

The System may include links to other websites, content or resources. These linked websites, content or resources may be operated by third parties and Hotels Connect may have no control over the operation of such websites, content or resources. The existence of these links does not imply that Hotels Connect endorses the linked website, content or resource. You acknowledge that Hotels Connect has not reviewed any of these third party websites, content or resources and are not responsible for the material contained therein.

12.    INTELLECTUAL PROPERTY 

12.1.    In granting You access to the System, Hotels Connect does not confer on You any assignment of any Intellectual Property Rights that subsists in any the System or any other materials owned or supplied by Hotels Connect. You agree that You will not assert any rights in, or challenge Hotels Connect’s title to, those Intellectual Property Rights.
12.2.    The Customer acknowledges that Hotels Connect retains ownership of all rights, title, interest and goodwill in the Intellectual Property Rights that subsists in the System or any other materials supplied by Hotels Connect (including user guides, instruction manuals and other documents).
12.3.    You are not permitted to assign, transfer or sub-licence any of the rights granted to You by Hotels Connect to any related party or any unrelated third party without the express consent in writing of Hotels Connect. Hotels Connect may withhold such consent in its absolute discretion or may grant consent on such terms as it considers fit.
12.4.    You shall not re-publish, transfer, copy, reproduce or post on the internet any of Hotels Connect’s materials without Hotels Connect’s prior written consent.
12.5.    In addition to any other remedies available to Hotels Connect under these Terms or otherwise, any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Intellectual Property Rights will entitle Hotels Connect to any available statutory or equitable remedy against You.
12.6.    The copyright in the Website, the Application and the System, copy, images, logos, indicia, text, content is owned by Hotels Connect. The domain name www.hotelsconnect.com.au or any of the trademarks, logos or other material in which intellectual property rights subsist may not be used in advertising or publicity pertaining to distribution of this information without Hotels Connect’s prior written consent. 
12.7.    If You correspond or otherwise communicate with Hotels Connect, You grant to Hotels Connect an irrevocable, perpetual, non-exclusive, royalty-free, world-wide licence to use, copy, display and distribute the content of your correspondence or communication and to prepare derivative works of the content or incorporate the content into other works in order to publish and promote such content. This may include, but is not limited to, testimonials, ratings and reviews on the App, in the Apple App Store or Google Play or on Google or any search engine or on the Website and developing your ideas and suggestions for improved products or services Hotels Connect provides.

13.    TRANSFER AND ASSIGNMENT

In the event that Hotels Connect merges, sells or otherwise undergoes a change control of its business or the System to a third-party, it reserves the right, without giving notice or seeking consent, to transfer or assign the Personal Information, content and rights that it has collected from You and any agreements between You and Hotels Connect.

14.    PRIVACY AND PERSONAL INFORMATION

14.1.    In registering as a User, You may provide Hotels Connect with Personal Information. When Hotels Connect does collect Personal Information for the purposes of generating a User account, such information will be provided by that User and may include the User’s name, postal address, telephone number and email address. 
14.2.    You must have all necessary consents to disclose and/or provide any Personal Information, and you warrant that you have procured those consents.
14.3.    Hotels Connect’s computer servers may record details about any computer which is used to access the System (such as the IP address, operating system and browser type), the date and time of access, and details of the information downloaded.
14.4.    Hotels Connect will comply with the requirements of the Privacy Act with respect to your Personal Information. 
14.5.    Hotels Connect will not provide your Personal Information to government agencies, organisations or anyone else unless:

(a)    you have consented to Hotels Connect providing such information;
(b)    Hotels Connect has notified You that it will be providing such information;
(c)    the provision of such information is required or authorised by law;
(d)    the provision of such information will prevent or obviate a serious and imminent threat to a person’s life or health; or
(e)    the disclosure is reasonably necessary for law enforcement.
14.6.    You may request that Hotels Connect remove your Personal Information from its database by emailing Hotels Connect or using the contact form on the Website.

15.    INDEMNITY

You will at all times indemnify, and  agree to keep indemnified, Hotels Connect and its directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses on a full indemnity basis) or liability incurred or suffered by You or by Hotels Connect arising from any claim, demand, suit, action or proceeding by any person against You or against Hotels Connect where such loss or liability arose out of, in connection with or in respect of your use of the System, or breach of these Terms, including but not limited to, any failure by you to make payment of debts payable to Third Party Suppliers in connection with your use of the Application and/or the Website, and any costs of enforcement.

16.    WAIVER

If Hotels Connect does not exercise or enforce any right or provision under this agreement, it will not constitute a waiver of such right or provision. Any waiver of any provision under this agreement will only be effective if it is in writing and signed by Hotels Connect. 

17.    APPLICABLE LAW

17.1.    These Terms and any agreement between Hotels Connect and a Customer will be governed by and interpreted in accordance with the laws of Victoria, Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.
17.2.    If any part of this agreement is found to be void, unlawful or unenforceable then that part will be deemed to be severable from the balance of these Terms or any agreement between Hotels Connect and its Customers the severed part will not affect the validity and enforceability of any remaining provisions.

18.    DEFINITIONS: 

Application means the mobile software providing an interface into the System;

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of State fair trading legislation;

Intellectual Property Rights means all intellectual property rights (whether created before, on or after the date of this Agreement and whether registered or unregistered) in respect of copyright, any patents, trademarks, logos, designs, software, domain names, business or trade name, together with marketing concepts and designs, product knowledge, training systems and materials, protection of confidential information, circuit layouts, inventions, know-how, product or business concepts, details of product development, and any other identifiable result of intellectual endeavour, whether arising under statute or otherwise or any similar industrial property right or any right to, or application for registration of, any of them;

Force Majeure means any act or event caused by any factor that is not within the reasonable control of Hotels Connect, including without limitation, act of God; war; national emergency; cyber-attack; explosion; damage to telecommunications infrastructure or internet services or Hotels Connect’s failure or delay;

Insights means the derived results from insights and analytics of the System including your use of the Application, Website and System as compiled by Hotels Connect or its agents or contractors;

Personal Information has the meaning given to it in the Privacy Act;

Privacy Act means Privacy Act 1988 (Cth) as amended from time to time;

System means the software known as “Hotels Connect” and all of its associated services and/or functionality and which is accessible through the Application together with all of Hotels Connect’s Intellectual Property Rights attaching to or in respect of it;

Virus means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Website means the website with the designated URL www.hotelsconnect.com.au and its associated services and/or functionality;

Your Information means all documents, data, records and information relating to You provided by You to Hotels Connect in connection with the System, including without limitation any Personal Information.