Amadeus iHotelier Terms
I. General iHotelier Terms
The following additional terms apply to the use of the above-referenced Services. These terms are an integral part of the Agreement. To the extent of a conflict between the terms below and the terms of the MSSA, the terms below will prevail. These Amadeus iHotelier Terms may be updated from time to time.
1. Service Description.
1.1. iHotelier is a central reservation system (CRS) and booking solution (“iHotelier”) offering the following capabilities to hoteliers:
1.1.1. iHotelier CRS. iHotelier CRS allows Customer to centrally manage and distribute its room availability, rate and inventory across web, mobile, voice, travel agent, online travel agency (OTA), meta search channels for its independent hoteliers, small groups, and mid-scale chains (“iHotelier CRS”).
1.1.2. iHotelier Booking Engine. iHotelier Booking Engine is an online booking tool that allows End Users to book reservations at Customer Properties directly via Customer’s website (“Booking Engine”).
1.1.3. iHotelier Call Center. iHotelier Call Center is a booking tool that enables Customer or third party agents to make reservations on behalf of End Users via telephone.
1.2 Customer may request to activate the following additional services/products for an additional fee:
1.2.2 iHotelier Voice Pro. iHotelier VoicePro is a third-party call center service that manages inbound calls and other related services, including answering inbound calls and emails, booking/modifying/cancelling reservations and other End User requests.
1.2.3 iTrak. iTrak is an iHotelier service that implements tracking scripts of Customer’s designated third party analytics providers on the iHotelier Booking Engine in order to transfer certain data to such third parties.
1.2.4 iHotelier GDS. iHotelier GDS solutions promotes room availability and rates in the global distribution systems.
1.2.5 iHotelier OTA Sync. iHotelier OTA Sync is a channel management service that connects Customer with third parties such as online travel agencies (OTA) and tour operators on a global and/or regional level to centrally manage Customer’s availability, rates and inventory.
1.2.6 iHotelier PMS Integrations. iHotelier PMS Integrations enables Customer to connect its property management system (PMS) or revenue management system (RMS) to iHotelier CRS.
1.2.7 Payment Processing. iHotelier CRS enables integration with Customer’s designated third party payment processing providers.
1.2.8 Amadeus Travel Protection. Amadeus Travel Protection enables Customer to offer third party travel protection and insurance products to End Users when making a reservation in the iHotelier Booking Engine.
2. Support Services and Training.
2.1. Amadeus will provide iHotelier support services via email and telephone.
2.2. Product training is available via the Amadeus Learning Universe.
3. Customer Obligations.
3.1. During the MSSA Term, Customer will use the iHotelier system (and will use no other reservation software, service, or system) for any and all of its reservation services through its website, the global distribution system, or other third parties regardless of whether the bookings route through the iHotelier CRS.
3.2. Customer will upload room availability, rates and inventory into the iHotelier system within sixty (60) days of Agreement Effective Date.
3.3. Customer is solely responsible for providing, monitoring, operating, and managing Customer’s content, information, copyright, and data in addition to configuring the iHotelier system and any applicable third party systems.
3.4. Customer is solely liable and responsible for all claims by or issues arising out of all uses by End Users of the iHotelier system, including:
3.4.1. establishing prices;
3.4.2. accepting, processing and fulfilling orders;
3.4.3. collecting payment, including all taxes or other charges due, for transactions;
3.4.4. managing exchanges, returns, and cancellations;
3.4.5. ensuring that the sale of reservations is made in conformance with all applicable laws;
3.4.6. determining all guest service, warranty and/or operational policies;
3.4.7. ensuring that all information collected in processing each End User account registration, is acquired and used in conformance with all applicable laws and regulations including privacy and data security.
3.5. If Customer is unable to honor a Booking through the iHotelier system, Customer will immediately: (a) use reasonable efforts to relocate the User to a comparably rated hotel in the nearby vicinity, (b) prepay the room charges and taxes, and (c) notify Amadeus in writing. Amadeus is not responsible for any Bookings or Add-on Service that Customer fails to honor for any reason.
3.6. If Customer intends to switch its providers for its PMS or intends to make any changes to its PMS, Customer will notify Amadeus sixty (60) days prior to the switch or change (as applicable) and will pay Amadeus for any costs including PMS fees associated with the change or switch of PMS. This section is collectively the “Customer Responsibilities.” A breach of the Customer Responsibilities is a carve-out to any liability cap or other limitation set forth in Section 10 of the Agreement.
4. Private Label Chain Code.
4.1. All private label chain code requests are subject to availability across each of the GDS partners. In addition, a Customer Property can only be powered by a single CRS provider and represented under a single private label chain code. Therefore, if any Customer Property is being represented on the GDS through:
4.1.1 an alternate CRS, then such Customer Property cannot be represented on the GDS through iHotelier;
4.1.2 an alternate private label chain code (even if on iHotelier), then such Customer Property cannot be represented on the Customer’s private label chain code.
5. ADA and other Disability Rights Laws. Amadeus will use commercially reasonable efforts to assist Customer to develop its website, and the Amadeus Booking Engine, in compliance with applicable laws, policies, rules, and regulations, including but not limited to website accessibility under the Americans with Disabilities Act (“ADA”), Web Content Accessibility Guidelines (“WCAG”) or European Accessibility Act (“EAA”), as applicable. Customer understands and agrees that Customer is responsible for determining the applicability of the laws and regulations to its websites. Customer further understands and agrees that it is not known how or whether the ADA, WCAG or EAA (if any) applies to websites, and if does apply to websites, what exact processes are required for a website to be considered “accessible” under the ADA, EAA or WCAG. Therefore, Amadeus’ indemnity obligations under Section 9 (Indemnification) of the MSSA do not and will not include any claims, costs, expenses, or damages related in any way to the ADA, EEA or WCAG or similar regulations.
6. Additional Charges and Payment Terms.
6.1. iHotelier Transaction.
6.1.1. This section does not apply if Customer has purchased iHotelier as part of a bundle. Customer will pay for all fees for Bookings and Add-on Services but net of cancellations received electronically and net of no-shows or cancellations that may have been received outside of the iHotelier system. However, Customer must enter these no-shows or cancellations into the iHotelier system no later than three (3) days after the scheduled checkout date or Customer will pay for those Bookings and Add-on Services. Amadeus reserves the right to audit Customer with respect to Bookings or cancellations upon seven (7) days advance notice and may require PMS reporting to provide proof of cancellations. If applicable, a minimum monthly fee for Services related to iHotelier will be set forth in the applicable Service Order (the “Minimum Fee”), which applies as of the first full month following the Go Live Date. If the amount otherwise due for any month is less than the Minimum Fee, Customer pays the Minimum Fee.
6.1.2. Customer will pay Amadeus (i) its transaction fees for all Bookings and Add-on Services up to and including the termination date of this Agreement, even if those transactions have checkout dates that fall after the termination date, and (ii) all fees accrued up to the termination date (the “Final Fees”). Amadeus will include these Final Fees in the final invoice to Customer.
6.2. GDS and other third-party fees. Customer will pay all fees, including any increases in these fees, for any and all Third Party Offerings including but not limited to global distribution system fees, private label fees, and demand channel fees.
6.3. Connectivity Fees. Customer acknowledges and agrees that Amadeus has the right to charge Customer (at Amadeus’ standard rate) for any changes to a third party connection (e.g. PMS, GDS, ODD, OTA connectivity) requested by Customer.
6.4. If applicable, Customer will pay for all third-party mitigation charges incurred by Amadeus in defending against distributed denial of services (DDOS) attacks that are specifically directed toward Customer.
7. Third-Party Services.
7.1. Customer understands and agrees that Amadeus’ prior written consent will be required prior to Customer implementing any Customer or third party widget, code, script, or tool (“Customer Widget”) that is linked to or otherwise connected to the Services. Amadeus may, in its sole discretion, reject a request to incorporate, link, or connect any Customer Widget to the Services. If Amadeus authorizes the implementation of such Customer Widget, such Customer Widget will not be considered part of the “Services”. Customer further understands and agrees that Amadeus has no responsibility or liability including but not limited to damages of any kind, related to, or incurred as a result of a Customer Widget including any Service downtime or degradation caused thereby and will indemnify Amadeus in connection therewith. If Amadeus becomes aware or reasonably suspects that the security or performance of the Services may be impacted, Amadeus may remove the Customer Widget immediately without liability. For clarity, Amadeus is not responsible for implementing or testing a Customer Widget.
7.2. Customer may request Amadeus to connect to pre-approved connections to Third Party Offerings by contacting its designated account manager.
7.3. Customer may request Amadeus to connect to additional third party service providers. Customer understands and agrees that additional documentation and fees may be required. Amadeus may in its sole discretion reject any request for additional third party connections.
7.4. Notwithstanding anything to the contrary, Amadeus is not responsible or liable for any act or omission arising from or relating to Third-Party Offerings.
7.5. By agreeing to these terms and conditions, Customer understands and agrees that (i) it has read and agree to all terms and conditions applicable to its Third Party Offerings, and (ii) Customer authorizes Amadeus to provide all End User data to enable provision of Customers’ Third Party Offerings.
8. Service Level Availability
8.1 Availability. iHotelier will be available 99% percent of the time during defined production hours (“System Availability”) as set forth in this “Service Level Agreement” (this “SLA”). If Amadeus fails to meet the System Availability for three (3) consecutive months, Customer’s sole remedy shall be the prompt and expeditious appointment of a member of Amadeus’ executive team to resolve Customer’s disputes.
System Availability is tracked and calculated monthly, as follows:
(Total Production Minutes – Excluded) – Production Outage Minutes
(Total Production Minutes – Excluded)
Where:
• Total Production Minutes are the total number of minutes during the production window in the month.
• Production Outage Minutes represent system-wide outages that are not covered under excluded.
8.1.1. Excluded means the following:
o Regular Scheduled Maintenance – Any outages during the predefined maintenance window(s), or when announced 3 days or more in advance and used for system upgrades and improvements.
o Emergency Scheduled Maintenance – Any outages when announced 1 hour or more in advance and used for emergency repairs or upgrades that could otherwise negatively impact Customer’s operations.
o Any period of unavailability lasting less than five (5) minutes.
o Any unavailability caused by Customer’s misuse or negligence or circumstances beyond Amadeus’ reasonable control, including hosting or network provider outages and force majeure events.
Unavailability of some specific features or functions within iHotelier while others remain available will not constitute unavailability of iHotelier so long as the unavailable features or functions are not, in the aggregate, material to iHotelier as a whole. Additionally, third party connectivity issues and third party downtime are explicitly excluded from the System Availability calculation.
9. Definitions.
9.1. “Add-on Services” means any service or package related to any Booking.
9.2. “Bookings” means a reservation for a hotel room for the Customer entered into or recorded in the iHotelier system as of the checkout date stated in the reservation.
9.3. “GDS” means a global distribution system.
9.4. The “Go Live Date” is the date Customer transitions global distribution systems, web, and online distribution database services to the iHotelier system.
9.5. “End User” means any person or entity that uses or engages in any transaction of any kind via the iHotelier system will be deemed to be a client of Customer.
II. Amadeus iHotelier VoicePro Terms
1. Service Description. iHotelier VoicePro is a third party call center service that manages inbound calls and other related services, including answering inbound calls and emails, booking/modifying/cancelling reservations, escalating calls and handling of other customer service requests (“VoicePro Services”).
2. Support Services. The VoicePro Services will provide first level customer support. Second and third level support will be provided by the iHotelier support team.
3. Additional Charges and Payment Terms.
3.1. Customer may purchase excess call volume services at Amadeus’ then-current rate.
3.2. If after the 4-month anniversary of the Effective Date the charges for VoicePro Services in a calendar month is less than the VoicePro monthly minimum as set forth in the applicable Service Order, then Customer will pay the VoicePro monthly minimum for that calendar month. Unless specified in the Service Order, the VoicePro monthly minimum is $500.
3.3. Notwithstanding any other provision of the Agreement, Amadeus may in its sole discretion modify the charges for VoicePro Services under the Agreement upon thirty (30) days prior written notice.
3.4. Customer will pay a one-time implementation fee of $500 upon activation of the VoicePro Services.
4. Additional Terms. Customer acknowledges and agrees that excess call volume may overflow to one of Amadeus’ third-party call center contractors. In this case, the third-party contractor’s services will be performed in accordance with the Amadeus terms and conditions.
III. Amadeus iTrak Terms
1. Service Description. iTrak is an iHotelier service that implements tracking code(s) (i.e., scripts) of Customer’s designated third party analytics providers on the iHotelier Booking Engine in order to transfer certain data to such third parties (“iTrak”).
2. Customer Obligations.
2.1. Customer must provide all tracking scripts and clear implementation instructions to Amadeus.
2.2. Customer, its agency, or any third-party may not use Amadeus’ name, trademarks, trade names, service marks, or other proprietary identifying symbols, or issue any press release or public statement relating to this Agreement or Amadeus, without the prior written consent of an authorized representative of Amadeus.
3. Additional Charges and Payments.
3.1. Customer will pay the applicable charges for the iTrak Service on an annual basis.
3.2. If any customization work is required to implement any iTrak Scripts, Customer will pay to Amadeus on a time and materials basis for this customization at Amadeus’ then-current rates.
3.3. Customer shall pay $250 per third party service and per booking engine.
3.4. Fees for third party services provided by Google, which consists of Google Analytics, Google AdWords, and Google Floodlight, will be $250.
4. Termination. Notwithstanding any other provision of this Agreement, if Amadeus determines that the iTrak Scripts will not work with one of Customer’s third party analytics providers, either Party may terminate the iTrak Service for such third party. All other iTrak Services will continue and the Agreement remains in full force and effect with respect to those other Services.
5. Additional Terms.
5.1. iTrak is a Service and licensed under Section 2 (ACCESS AND USE RIGHTS; RESTRICTIONS) of the MSSA.
5.2. Customer is solely responsible for any interaction with and acts or omissions of its third party analytics providers.
IV. Amadeus iHotelier OTA Sync Terms
1. Service Description.
1.1. iHotelier Channel Manager (f/k/a “OTA Sync”) provides the ability for allows Customer to (a) update availability, rates, and inventory (“ARI”), (b) receive reservations from Third-Party Distribution Channels (as defined below), and (c) receive or aggregate data on behalf of Customer from Third-Party Distribution Channels (together the “Channel Management Services”). “Third-Party Distribution Channels” means and includes online travel agencies, central reservation systems, room inventory wholesale distribution companies, call centers, Internet booking engines, etc.
1.2. Customer may subscribe to the following additional services:
1.2.1.Third Party Distribution Partners. Amadeus connects to certain Third-Party Distribution Partners which extends the number of OTA’s to which Customers can connect through Amadeus’ iHotelier product. Third Party Distribution Partner allows Customer to distribute ARI to online travel agencies, central reservation systems, room inventory wholesale distribution companies, call centers, Internet booking engines, etc.
1.2.2.Expedia Quick Connect. Expedia Quick Connect allows Customer to link its central reservation system to Expedia to be able to distribute ARI and receive reservations.
2. Customer Obligations.
2.1. Customer will provide to Amadeus and maintain the accuracy of all necessary information and content, including but not limited to hotel information, room types, descriptions, user name/password for Third-Party Distribution Channels, quality photographs, logos, etc.
2.2. Customer will provide user name and password for Third-Party Distribution Channels as required to enable the connectivity to such Third-Party Distribution Channels. Customer represents and warrants that (i) Customer and/or the Customer Property has the right to provide its username/password to Amadeus for Third-Party Distribution Channels, (ii) Amadeus may on behalf of the Customer login to Customer’s Third-Party Distribution Channels with Customer’s user name/password ((i) and (ii) together the “Login Representation”), (iii) Customer and/or the Customer Property has the right to provide its data and information to that Third-Party Channel Manager and (iv) such Third-Party Channel Manager may on behalf of the Customer and/or the Customer Property login to Customer’s and Customer Property’s Services ((iii) and (iv) together the “Third-Party Channel Manager Representation”).
2.3. Notwithstanding Section 10 (LIMITATION OF LIABILITY) in the MSSA, Customer will indemnify, defend and hold Amadeus and its third-party providers harmless from and against any and all claims, costs, and damages which are asserted against or incurred in connection with Customer’s breach of the Login Representation and Third-Party Channel Manager Representation.
2.4. Amadeus will provide Levels 1 and 2 customer support for Third-Party Distribution Partners and Distribution Vendors. Customer understands and agrees that with respect to Levels 1 and 2 customer support tickets that relate to a Third-Party Distribution Partner, there may be certain delays and/or limitations in responding.
2.5. Each Third-Party Distribution Partner and Amadeus, respectively and separately, may add or remove any distribution channel (e.g., OTAs or other room inventory distributor vendors) at each party’s sole discretion. If a Third-Party Distribution Partner removes a distribution channel from their portfolio or if Amadeus no longer supports access to and/or removes a distribution channel Amadeus has no obligation to provide an alternative method for Customer to connect with such distribution channel.
2.6. In addition to the terms and conditions below, each Third-Party Distribution Partner has its own terms and conditions that apply to Customer’s use of each Third-Party Distribution Partner services available here: https://www.amadeus-hospitality.com/wp-content/uploads/2021/05/derbysoft-august-2018.pdf.
2.7. Third-Party Distribution. This section only applies if Customer is purchasing channel management services from a third party (“Third-Party Channel Manager”).
2.7.1.Customer understands that if Customer has fewer than 50 rooms at a Customer Property, Amadeus recommends that Customer does not make its room inventory available for sale simultaneously in all online travel agencies (“OTAs”) that connect through Amadeus’ channel management products to avoid the risk of overselling the Customer Property The risk of overbooking is due to the different bandwidths, specifications and speed in receiving reservations from each one of the OTA extranets in periods of high occupancy or demand.
2.7.2.Notwithstanding Section 10 (LIMITATION OF LIABILITY) of the MSSA, Amadeus is not liable for any matter arising out or related to the overbooking of the room inventory.
3. Expedia Quick Connect Terms.
3.1. In order to be eligible for the Expedia Quick Connect Services, Customer must (a) execute Expedia’s contract related to the Expedia Quick Connect Services and (b) be approved by Expedia. Expedia may reject Customer’s eligibility for Expedia Quick Connect Services at its discretion.
3.2. Customer will ensure that: (i) it will provide to Amadeus and maintain the accuracy of all required information for the Expedia Quick Connect Services, (ii) all requests for information deadlines, as established by Amadeus from time to time, are met; (iv) it will immediately notify Amadeus of any changes to that data and information; (v) Customer will manage all margins provided to Expedia through the iHotelier system; and (vi) Customer has secured all intellectual and property rights, including consent rights, for the data and information submitted to Amadeus, the iHotelier system, and Expedia.
3.3. Customer acknowledges that delays or inaccuracies in such data or information could result in fines, fees, or losses of iHotelier Services and other penalties, all of which will be the sole and complete responsibility of Customer.
3.4. Amadeus is not responsible for any errors or omissions with respect to any such data or information regardless of the cause and Customer assumes full liability and responsibility for use of the Expedia Quick Connect Services.
3.5. Customer is solely responsible for booking transactions transmitted via the Expedia Quick Connect Services, including without limitation, (x) possible adjustments to base allocation within the Expedia extranet and (y) all management of the base allocation within the Expedia extranet.
4. Third Party Distribution Partner. Customer is solely responsible for updating and maintaining in iHotelier all ARI pushed to and used by Third-Party Distribution Partners. Customer understands and agrees that Third-Party Distribution Partners are solely responsible for all support, maintenance, errors or omissions or data breaches on or due to their respective systems and are solely responsible for any damages, loss or costs resulting therefrom.
5. Additional Charges and Payment Terms.
5.1. Customer agrees to pay all fees charged by or related to its Third Party Distribution Partners as set forth in the applicable Service Order.