Terms & conditions
1. Scope
1.1 IXeo Interactive Travel SA, Küsnacht-Zurich, Switzerland ("IXEO" or "we"), among other things, operates an online interactive tourism system providing real-time links between global tourism suppliers and tourism distributors (the "IXEO System"), which is powered by an interactive booking engine, developed by IXEO (the "IXEO Engine"). Based on the IXEO Engine, IXEO has developed an application interfacing with your CRS provider through Pegasus Solutions and rate management enabling, hotels to offer through their own internet portal (the "Hotel Portal") their services together with other travel and leisure products and services, such as events, flights and dynamic destination information. This application is referred to as the "IX-KEY Web Suite".
1.2 These general terms and conditions govern the use by a hotel ("you") of the IX-KEY Web Suite. They complement any specific agreements between you and us (such as any terms agreed in the application submitted by you), which specific agreements supersede in the event of a discrepancy.
2. License and Services
2.1 IXEO agrees to grant to you the non-exclusive, non-transferable right to use the IX-KEY Web Suite, in the Hotel Portal, subject to these terms and conditions, provided that you will comply with the obligations set forth herein This right shall include the right to any upgrades and updates offered by IXEO from time to time. Nothing herein shall constitute an obligation of IXEO to maintain or upgrade the IX-KEY Web Suite. The IX-KEY Web Suite is available in English and can be translated into the language of choice by hotel.
2.2 Should you fail to comply with any of your obligations under these terms and conditions or should you be in breach of any other agreement with us, we may terminate your right to use the IX-KEY Web Suite at any time by giving written notice with immediate effect to you.
2.3 Any fulfillment services related to packaged products dynamically created on the Hotel Portal will be carried out by IXEO. IXEO shall not be responsible or liable for any fulfillment services arising from or in connection with the IX-KEY Web Suite related to hotel room only bookings, which will be undertaken by you directly.
2.4 All tour-operating services will be undertaken by IXEO, including all required fulfillment services and applicable insurances related to each tour operation package in accordance with IXEO's general terms and conditions for such services. IXEO shall not be liable for the performance of any products and services provided by you and you agree to indemnify and hold IXEO harmless from any claims arising out of the promotion, sale and performance of the products offered by you.
3. Compensation Payable to IXEO
3.1. You agree to pay to IXEO in consideration of the license and the rights granted hereunder, a non-refundable annual fee (the "Annual Subscription Fee") based on the total number of saleable rooms in your hotel in the amount of EURO 5.00 (five Euro) per room per month. The Annual Subscription Fee shall be payable in advance on a twelve months basis, starting with the month after the end of the thirty (30) day free trial period. This may be accessed through www.IX-key.com. You hereby agree to make all payments to IXEO required hereunder in a timely fashion and failing this, IXEO shall be entitled to switch off the IX-KEY Web Suite on ten (10) days notice to you unless you have made the payment due within such ten (10) days notice period.
3.2. Commission Fee and Transaction Costs.
IXEO will not charge you for any transaction cost or commission fees associated with bookings made through the IX-KEY Web Suite.
4. Obligations of User
4.1 You agree to clearly identify all applicable charges and sales, added value and similar taxes for appropriate charging on the system. IXEO will remit full payment for the services to be rendered by you within 14 days after guest departure when booking includes more than a room only charge otherwise guest will pay on checkout.
4.2 You agree to always honour IXEO vouchers for full payment.
4.3 You agree that we may use the trademark of your products in our marketing and distribution system and on our promotional material (including our websites) without a fee.
4.4 In order to ensure the effective management of the IX-KEY Web Suite, we will grant to you access to your own hotel's private and secure IX-editor. For this purpose, we will issue a password to you after the free 30-day trial period* and on receipt of the Annual Subscription Fee. You agree to ensure proper use of the password and to supervise access of your employees. You will be liable to us for any misuse of the password or any unauthorized manipulations to the IX-KEY Web Suite. *The 30 days free trial period applies only once per year and cannot be repeated or renewed within a 12 month period.
4.5 After completion of the application by you, you will be responsible for uploading accurate and factual information about your hotel or other travel products. You shall immediately notify us of any complaints or claims a customer booking through the IX-KEY Web Suite has made vis-à-vis you. In order to avoid double charge backs, you shall inform us of any refunds you have granted to customers booking through the IX-KEY Web Suite.
4.6 You will immediately notify us of any change in your contact data, including name, contact person, address, telephone number, telefax number, e-mail address, and URL, bank account or credit card information.
5. Liability
5.1 We shall not be liable for any misrepresentations by you and you shall indemnify and hold us harmless from any claims from IXEO distributors, customers or any other third party for misrepresentations, overbooking, failure to inform, or failure to perform on your part.
5.2 We shall not be liable to you on account of (i) any delay, errors, malfunctioning or breakdown of the IX-KEY Web Suite or the IXEO System, and (ii) any overbooking resulting from system malfunction caused by a third party provider, or caused by you or your employees, or caused by your CRS system, and you hereby waive all warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or intended use, or any liability in negligence, tort, strict liability or otherwise with respect to the IX-KEY Hotel Engine or other services furnished. You agree that we will not be responsible to you for any consequential, incidental, indirect or special damages, including lost profits, business interruption, or other incidental, economic or punitive damages, whether arising from your use (or inability to use) of the IX-KEY Hotel Engine or the IXEO System. In no event shall IXEO be liable for any damages in an amount more than the compensation paid to IXEO hereunder.
5.3 You shall at all times be covered by sufficient liability insurance and you agree to provide us at any time with proof of liability insurance coverage.
6. Intellectual Property
Title and all rights of ownership in the IXEO System, the IXEO Engine, the IX-KEY Web Suite, and the intellectual property and the software forming part thereof shall remain with IXEO or its affiliates or licensors and any software is provided to you as a non-transferable license for use only during the agreed term and as provided herein and you may not otherwise commercially exploit such software. For the avoidance of doubt, the IX-KEY Hotel Engine shall not be deemed a work for hire and full ownership shall remain with IXEO at all times.
7. Applicable Law and Arbitration
These terms and conditions shall be governed and construed in accordance with Swiss law, without giving regard to its conflict of law provisions. A sole arbitrator appointed in accordance with the Swiss Rules of International Arbitration shall finally settle all disputes between you and us in accordance with such rules. The arbitration shall be conducted in English and the place of arbitration shall be Zurich, Switzerland.
