These Consortia/Corporate RFP terms and conditions are incorporated by reference into the Master Services and Subscription Agreement entered into by Customer and Amadeus Hospitality, Inc. (“MSSA”). These terms are considered an addendum to the MSSA (this “Addendum”). “Consortium” or “Consortia” means a third-party provider that is an umbrella organization formed by multiple independent travel agencies that, among other things, negotiate with hotels to obtain preferred rates for the Consortia’s travel agency members.
Section 1 TERM. This Addendum will enter into force on the date of Customer’s signature of the Service Order (the “Effective Date”) and will end on the End Date, as indicated on page 1 of the Service Order (the “Consortia Term”), unless earlier terminated in accordance with Section 4 hereof.
Section 2 FEES AND TERMS OF PAYMENT.
2.1 Payment of Package Fee. Amadeus will invoice Customer for all fees payable in connection herewith upon Customer’s signature of the Service Order, except that the AMEXGBT Pay for Performance (PFP) Fee, BCD Pay for Performance (PFP) Fee, CWT Pay for Performance (PFP) Fee, Hickory Pay for Performance (PFP) Fee and AMEXGBT GHP Middle Market Fee will be payable monthly in accordance with the terms of Section 4 (Charges and Payment) of the MSSA. For the avoidance of doubt, Pay for Performance fees will be applied to each consumed room night for all rate plans including but not limited to consortia, negotiated, rack, and public rates. Customer will pay for all fees due under this Addendum upon Customer’s receipt of the applicable invoice.
2.2 Currency. Customer will pay all fees due to Amadeus in the billing currency (the “Currency”) indicated on the first page of the Service Order. Unless otherwise stated, all monetary amounts stated in this Addendum are stated in the Currency.
Section 3 RESPONSIBILITIES.
3.1 Program Terms and Conditions.
(a) CONSORTIA – Customer hereby agrees to all applicable third-party provider terms and conditions, as updated from time to time, which terms and conditions can be found at: https://www.amadeus-hospitality.com/consortia-2024-terms-conditions. For clarity, a third-party provider may update its terms and conditions and such modified terms will automatically be incorporated in this Addendum by reference.
(b) CORPORATE RFP LICENSE – Customer hereby agrees to all applicable terms and conditions, as updated from time to time, which terms and conditions can be found at the following URL: https://www.amadeus-hospitality.com/Consortia-2024-Corporate-RFP-TandC.pdf. For clarity, a third-party provider may update its terms and conditions and such modified terms will automatically be incorporated in this Addendum by reference.
3.2 Accuracy of Information and Deadlines Consortia. Customer will ensure that: (i) all applicable Consortia rate plans and rates are entered into the iHotelier system, including rates, seasons, room types; (ii) all data and information provided in connection with this Addendum or submitted to Amadeus or any applicable Consortium, are complete, accurate, and not misleading, even if such data or information is entered into the iHotelier system by Amadeus; (iii) all deadlines for information submission, as established by Amadeus from time to time, are met; and (iii) Customer has secured all intellectual and property rights, including consent rights, for the data and information submitted. Customer acknowledges that delays or inaccuracies in such data or information could result in fines, fees, loss of GDS access and other penalties, missed bid opportunities, or rejected bid submissions, all of which will be the sole and complete responsibility of Customer. Amadeus is not responsible for any errors or omissions with respect to any data or information in connection with this Addendum regardless of the cause.
3.3 Accuracy of Information and Deadlines Corporate RFP. In order to be eligible for Amadeus to submit your bid for a consortia program, you must have provided all the information requested in Exhibit A of this Addendum. If Customer does not provide the requested information, Customer acknowledges and agrees that Amadeus may not be able to submit Customer’s bid. Customer hereby authorizes Amadeus to submit bids on Customer’s behalf, which includes sharing the information Customer has provided to Amadeus in connection with this Addendum. Customer will ensure that: (i) all applicable consortia and corporate RFP rate plans and rates are entered into the iHotelier system, including rates, seasons, room types; (ii) all data and information completed in Lanyon are complete, accurate, and not misleading, even if such data or information is entered into the iHotelier system by Amadeus; (iii) all deadlines for information submission, as established by the corporations, are met; and (iii) Customer has secured all intellectual and property rights, including consent rights, for the data and information submitted. Customer acknowledges that delays or inaccuracies in such data or information could result in the inability to submit bids on Customer’s behalf, missed bid opportunities, and rejected bid submissions, all of which will be the sole and complete responsibility of Customer. Amadeus is not responsible for any errors or omissions with respect to any data or information regardless of the cause. During the Term of this Addendum, Amadeus will provide Customer access to the Lanyon Corporate RFP tool upon Customer request, in order to update property information that will push out to the GDSs and ChannelPublisher. However, Customer understands and agrees that Customer is solely responsible for inputting the information and remains fully liable for any incorrectly inputted information which could prohibit content and bookability on any GDS and ChannelPublisher during the Consortia Term, regardless of who actually inputs the information. Once updates have been completed, all data will be locked for revisions and no further updates from Customer will be allowed in the Lanyon Corporate RFP tool. All future changes must be submitted to Amadeus’s GDS Department.
3.4 Room Rates. Customer will ensure that: (i) rates submitted to each Consortium and for each corporate RFP are honored for the entire calendar year ending on the “End Date” referenced on page 1; and (ii) all confirmed bookings and availability are honored. In the event there is no availability at the applicable Hotel upon arrival of an individual with a booked reservation, Customer is responsible for finding alternate accommodations for the individual and will pay any difference in price for such alternate hotel accommodations; and (iii) provide all consortia rates and consortia value add program rates at Last Room Availability (“LRA”) per room type.
3.5 Commissions. Customer will pay any applicable travel agency commissions. For consortia rates, Customer may not set travel agency commissions at less than 10%.
3.6 Marketing. To enhance Customer presence and increase booking opportunities, Amadeus may list Customer in various consortia and corporate RFP presentations, online directories, marketing ads, and other related publicity (“Publicity”) and may use the Customer’s hotel name, hotel images, website URL, or descriptive information in the Publicity.
Section 4 TERMINATION. Subject to the third-party provider terms and conditions referenced in Section 3.1 hereof and the corporate RFP license terms and conditions referenced in Section 3.2 hereof, Customer may terminate this Addendum during the Term upon thirty (30) days prior written notice to Amadeus. However, termination does not relieve Customer of the obligation to pay any fees payable under this Addendum (with the exception of monthly fees for periods of time after the termination becomes effective) and Customer is not entitled to any refund or repayment of the Consortia Package Fee or any amounts paid to Amadeus under this Addendum.
Section 5 DISCLAIMER; LIABILITY. PARTICIPATION IN CONSORTIA AND CORPORATE RFP PROGRAMS IS AT THE SOLE RISK OF THE CUSTOMER, AND AMADEUS DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO ANY CONSORTIA PACKAGE, CORPORATE RFP, OR THIRD-PARTY SERVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT AMADEUS IS NOT RESPONSIBLE OR LIABLE FOR ANY ACT OR OMISSION ARISING FROM OR RELATING TO ANY THIRD-PARTY SERVICE.
Section 6 LIMITATION OF LIABILITY. NOTWITHSTANDING THE TERMS OF SECTION 10 (LIMITATION OF LIABILITY) OF THE MSSA, AMADEUS’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM IS LIMITED TO THE FEES PAID BY CUSTOMER UNDER THIS ADDENDUM DURING THE FIRST TWELVE MONTHS OF THE TERMS. AMADEUS WILL NOT BE LIABLE FOR ANY LOST DATA, INACCURATE DATA, UNTIMELY DATA, INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, LOSS OF GOODWILL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THIS ADDENDUM, AND THE SERVICES PROVIDED UNDER THIS ADDENDUM ARE PROVIDED “AS IS,” AS AVAILABLE AND WITH ALL FAULTS. AMADEUS SPECIFICALLY DISCLAIMS ANY WARRANTIES RELATED TO THE SERVICES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
Section 7 MISCELLANEOUS. Amadeus reserves the right to add or remove, immediately and without notice, one or more Consortia or corporate RFP programs from the Amadeus services provided under this Addendum at any time during the term of this Addendum. All terms and conditions of the MSSA continue in full force and effect, as amended by this Addendum. To the extent of a conflict between the terms this Addendum and the terms of the MSSA, the terms of this Addendum will prevail. Any capitalized terms used in this Addendum that are not defined in this Addendum have the same meaning assigned to those terms in the MSSA.