1. Description of Service
In accordance with these Xtravelist Business Listings Terms and Conditions (referred to as the "Agreement" or "S.O."), Chordwise, a Hong Kong limited liability company, (and its child organisation “Xtravelist”) (hereinafter "Xtravelist ") shall display on the Xtravelist.com Site one or more of the following on the applicable listing page of the Customer's business: a link to the official URL, the phone number, and a link to the property's email address, from the Effective Date until terminated by either party in accordance with this Agreement (the "Term"). Xtravelist makes no guarantees as to the effectiveness of creating a Business Listing.
Xtravelist Business Listings is a subscription product that helps travelers worldwide to reach your operation by providing localized contact details such as country dialing codes, websites and email addresses in different languages. It is a powerful tool to help businesses market to consumers and spread the word about their brand on the world's largest travel site. However, we also encourage property owners to explore additional mutually beneficial business relationships with online travel agencies and believe that both of these types of relationships can help drive business to property owners.
“Add-on” means a product that is purchased by Customer in addition to a Business Listing subscription. All Add-ons expire at the same time as the related Business Listing subscription.
"Business Listing" shall be defined as a listing which includes one or more of the following listed on the Xtravelist Site: a) a link to an official URL for the property, b) a phone number, and c) link to the property's email address.
"Business Listings Order" means the record generated by Xtravelist sent to the Customer setting out the terms of the Business Listing.
"Customer" or "You" means the contracting entity (together with any affiliates or subsidiaries, if applicable) as listed in the Business Listings Order.
"Deliverables" means one or more of the following that Customer can choose one or more of the following to add to a Business Listing: the official URL, link to the property's email address, phone number.
“Effective Date” means the date that the Business Listing is initially displayed on the Xtravelist Site and as recorded in the Business Listings Order (unless otherwise agreed between the parties).
”Subscription Term” means the period of a Business Listing subscription (regardless of payment frequency), which may be renewed in accordance with these terms.
"Xtravelist Site" means www.xtravelist.com and all active country code TLD extensions (eg. .co.uk).
3. Sales Order Rules
4. Business Listings
Xtravelist reserves the right, without liability, to reject, remove and/or cancel any information in the Business Listings that contain content or links which do not meet Xtravelist's specifications, at Xtravelist's sole discretion. Xtravelist's sole liability under this Agreement shall be to refund the pro-rata portion of amounts paid for the unfulfilled term to the extent that the content or links do not meet Xtravelist specifications. However, in cases which involve fraudulent activity of any type, or inappropriate or malicious content, no refunds will be provided. Xtravelist may redesign the Xtravelist Site at its sole discretion at any time. Customer agrees to the following:
a) Customer hereby grants Xtravelist and its affiliates the right to display Business Listing information on the Xtravelist Site, and any other Xtravelist Media Group branded Web sites, partner web sites, and emails that are related to Xtravelist. Failure by Xtravelist to publish any Business Listing information does not constitute a breach of contract or otherwise entitle Customer to any legal remedy.
b) Customer's failure to comply with all applicable requirements of this Agreement may delay or prevent the display of the Business Listing and shall give Xtravelist the right to immediately terminate the applicable Agreement;
c)Customer shall be solely responsible for the content provided to Xtravelist for the Business Listing (including but not limited to a promotion or offer) and any web site linked to from such information, and Customer shall indemnify Xtravelist for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from the content (including but not limited to unfair or deceptive acts and practices and consumer protection claims). Customer represents, warrants and covenants to Xtravelist that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested information (including, without limitation, all text, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and its execution of this S.O. does not and will not violate any agreement to which it is a Party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet site is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site.
e) Public Announcements. Customer hereby grants Xtravelist permission to publicize the fact that it is a Business Listing customer of Xtravelist in a press release. Customer shall not use, display or modify Xtravelist's trademarks in any manner without the prior written consent of Xtravelist.
5. Privacy and Compliance
6. Payment Terms and Calculations
Where Customer purchases a Business Listing subscription, Customer acknowledges and agrees that this is on the basis of a recurring payment, and that payments shall be made to Xtravelist by the method selected by Customer at the recurring intervals until the subscription for Business Listings is terminated by Customer or Xtravelist in accordance with this Agreement. Customer agrees that the same method of payment must be used for all business services (including but not limited to Xtravelist Instant Booking) purchased by Customer under the same account, unless otherwise notified by Xtravelist. Accordingly, if Customer makes a change to its selected payment method for Business Listings, this will effect a change to the payment method for all other services. Customer’s authorization to debit its bank account, charge its credit card or make any other valid form of payment for Business Listing subscription fees will create an authorization for the same method of payment for all other services ordered under the same account. Customer shall be charged for the Business Listing from the Effective Date. Customer shall pay Xtravelist upfront or in regular installments (as applicable) for - display of Business Listing information. If Xtravelist agrees to receive payment by monthly or quarterly installments, Customer must pay Xtravelist every month or quarter, as applicable, in advance. In addition to any other rights, Xtravelist may immediately remove Customer's Business Listing information in the event that it detects some form of misuse within such time period. All sums payable by Customer to Xtravelist under this Agreement are exclusive of any sales tax, indirect or other taxes chargeable on any supply to which those sums relate (except for VAT, which may be billed in Customer's invoice). Business Listings will be renewed automatically at the end of a Subscription Term for a subsequent Subscription Term of equal length at the then-current standard rates. The applicable fees will be charged to the payment method on file unless otherwise notified of a cancellation in writing. Although Xtravelist may choose to send a reminder email prior to charging a Customer for a renewal fee, Xtravelist is not responsible for notifying a Customer of this automated renewal. If You miss any payment owed to Xtravelist or if a credit card is expired or otherwise fails to authorize, the Business Listings service may be discontinued without notice. Rates for Business Listings are calculated based on multiple factors including, but not limited to, the number of rooms of the Customer's accommodation and the number of page views for the Customer's Business Listings. If at any time, Xtravelist becomes aware of the fact that the accommodation has more rooms than were indicated when the S.O. was signed (if applicable) and payment was made, the Customer will be notified of the accurate rates on the correct amount of rooms and the balance owed, and such misrepresentation shall be considered a material breach of this Agreement. If the Customer does not pay this balance within 7 days of notification, the Business Listing may be cancelled without a refund.
7. Effective Date, Cancellation, Switching and Add-Ons
7.1 Effective Date: Unless Xtravelist notifies the Customer otherwise, this Agreement is effective upon the Effective Date.
7.2 Cancellation: A Customer may cancel its Business Listing subscription, thereby terminating this Agreement, solely in accordance with the following cancellation policies:
a) Subscription Terms of 6 months or less If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first fourteen (14) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect immediately and the Customer will be entitled to a prorated refund of the pre-paid Business Listing fee, in respect of the unused portion of the subscription, unless the Subscription Term is one month, in which case Customer shall not be entitled to a prorated refund.
If a Customer requests cancellation at any time after the first fourteen (14) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will be not be entitled to any refund of fees paid.
b) Subscription Terms of more than 6 months: If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect immediately and the Customer will be entitled to a prorated refund for that Subscription Term, in respect of the unused portion of the subscription, unless Customer pays in monthly installments, in which case Customer shall not be entitled to a prorated refund in respect of the monthly billing period during which cancellation is requested.
If a Customer requests cancellation at any time after the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will be liable for payment of Business Listing fee for that Subscription Term.
UPON TERMINATION OF THIS AGREEMENT, CUSTOMER'S SOLE REMEDY WILL BE A REFUND OF PRE-PAID FEES (IF APPLICABLE) UNDER THE TERMS OF THE ABOVE CANCELLATION POLICIES. NEITHER XTRAVELIST NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO THE CUSTOMER, OR ANY OTHER THIRD-PARTIES, IN RESPECT OF TERMINATION.
7.3 Switching: If permitted by Xtravelist, a Customer may switch from one type of Subscription Term to another. If such switch is permitted, the relevant changes to payment terms, renewal dates and the applicable cancellation policy will come into effect on the next payment date, as applicable.
7.4 Add-ons: if Customer purchases an Add-on, it shall expire, renew and be cancelable on the same terms as the Business Listing subscription to which it relates.
8. Liability, Warranty & Indemnity
a) XTRAVELIST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE XTRAVELIST SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE XTRAVELIST SITE. XTRAVELIST DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL XTRAVELIST OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY XTRAVELIST FROM CUSTOMER FOR THE SPECIFIC BUSINESS LISTING INFORMATION AT ISSUE.
b) Customer agrees to defend, indemnify and hold harmless Xtravelist and each of Xtravelist's agents, customers, 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 reasonable attorney's fees) expenses, damages, assessments, or judgments (collectively, "Liabilities"), resulting from any claim against any such parties in connection with Customer's advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Xtravelist.
9. Jurisdiction & Venue
This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA. Customer consents to the exclusive jurisdiction and venue of courts of Boston, Massachusetts, for all disputes related to the subject matter hereof.
10. General Provisions
No joint venture, partnership, employment, or agency relationship exists between Customer and Xtravelist. Xtravelist will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless Xtravelist expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted S.O. will not be binding unless signed by both parties. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. This Agreement will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the Business Listings subject matter of this IO. All notices to Xtravelist relating to any legal claims or matters must be made in writing to Xtravelist, attn: General Counsel, 400 1st Avenue, Needham, MA 02494, USA. Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to both Party's attorneys and accountants on a need-to-know basis) without the prior written consent of the other Party. The Parties acknowledge and agree that Xtravelist may archive an electronic copy of the fully executed Agreement. Except as specifically provided herein, this Agreement constitutes the entire understanding between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter regarding Business Listings. Xtravelist may amend this Agreement at any time, by giving Customer notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless Customer cancels its Business Listing subscription (as permitted by this Agreement or the notification), any amendments shall be automatically effective thirty (30) days after they are notified to Customer.
Revised: October 1, 2016
1. In these T&Cs the following words and phrases shall, unless the context otherwise requires, have the following meanings:-
1.1 “Company” means Chordwise Services Group Limited, a company registered in Hong Kong and its child organisation Xtravelist, hereinafter known as “Xtravelist”;
1.2 “Contract” means the agreement for the Work between the Company and the Contributor, incorporating those T&Cs;
1.3 “Contributor” means the person to whom the Company makes an offer to enter into a Contract for the said person to create the Work;
1.4 “Fee” means the sum stipulated in the Company’s offer to the Contributor being the amount payable by the Company to the Contributor for the Works, subject to the provisions of these T&Cs;
1.5 “Intellectual Property Rights” means all copyright, goodwill and all other rights in the nature of intellectual property rights (whether registered or unregistered), and all applications, extensions or renewals for the same, anywhere in the world; and
1.6 “Work” means:
1.6.1 the written material to be created by the Contributor under the Contract (together with illustrative materials, whether photographs, graphics or otherwise) on the topic or subject stipulated by the Company in its offer to the Contributor.
1.6.2 unsolicited written material submitted to the Company by the Contributor and accepted by the Company for an agreed Fee (together with illustrative materials, whether photographs, graphics or otherwise).
2. The Contract will be created on the Contributor’s acceptance of the Company’s offer to the Contributor for the creation of the Works. Such acceptance shall be by means of any express form of acceptance (written or verbal) given by the Contributor to an authorised representative of the Company. The Contract will incorporate these T&Cs.
3. These T&Cs apply to all Contracts for any Works. Any other proposed terms or conditions offered or relied on by the Contributor shall be void unless specifically accepted in writing by the Company.
4. The Contributor shall complete and deliver a transcript of the Work to the Company on or before the date stipulated in the Company’s offer. Time shall be of the essence in this regard. The form, content and extent of the Work shall in all respects be as stipulated in the Company’s offer.
5. The Company shall have completed and unfettered discretion to accept or reject the Work, whether on the grounds of compliance with the brief set out in the offer, or on general editorial grounds or otherwise. If the Company requires any changes to the Work (whether as amendments, additions or otherwise), the Contributor shall comply with such request on or before the date stipulated in the Company’s change request. Time shall be of the essence in this regard. The Company shall have complete and unfettered discretion whether to accept or reject the changed Work.
6. The Company shall notify the Contributor of its final decision on whether to accept or reject the Work. Acceptance of the Work by the Company does not mean the Company has satisfied itself that the content of the Work complies with these T&Cs and does not release the Contributor from its responsibilities under the Contract, including these T&Cs.
7. Where the Company has accepted the Work, the Company makes no promise that it will publish or use the Work, whether in the Company’s publications or otherwise. Non-publication or non-use shall not affect the Company’s obligation to pay the Contributor’s Fee for the accepted Work.
8. The Company shall be liable to pay the Contributor the Fee only upon the Company’s acceptance of the Work. Upon being notified by the Company of such acceptance, the Contributor shall submit an invoice for the Fee to the Company. The Company shall pay the invoice sum by bank transfer into the Contributor’s bank account (details of which the Contributor must supply to the Company, whether on the invoice or otherwise) within sixty (60) days of receipt. The Company may set off any liability due to it by the Contributor against the obligation to pay the Contributor’s invoice under the Contract. Payment will be made in pounds sterling and the Company will not be liable for any reduction in the amount received by the Contributor caused by any currency exchange fluctuation or bank charges for non-HK accounts incurred in making the bank transfer. The Fee will be exclusive of value added tax or any other applicable tax on the invoice.
9. The Company’s sole liability to the Contributor shall be the payment of the Fee in accordance with these T&Cs. The Company shall have no liability for any expenses, fees or other costs incurred by the Contributor in the creation, production or submission of the Work, whether or not accepted by the Company.
10. The Contributor warrants to the Company that:-
10.1 the Work is the Contributor’s original work and has not been copied in whole or in any part from any other work or material;
10.2 the Company’s use of the Work under the Contract will not infringe the rights of any third party;
10.3 the Contributor is the owner of all Intellectual Property Rights in the Work;
10.4 no other person or entity was involved with the Contributor in the creation of the Work;
10.5 the Contributor has not granted any rights of any nature in the Work to any third party whatsoever in any part of the world;
10.6 the Contributor is entitled to transfer, assign and otherwise deal with the Intellectual Property Rights, and all other rights of ownership, in the Work without the consent, permission or involvement of any other person or entity;
10.7 the Work contains nothing that is libellous, defamatory or indecent or which infringes the statutory or common law rights of any third party;
10.8 all information contained within the Work is accurate, complete, true and not misleading;
10.9 the Company’s use of the Work will not be prejudicial to the image or reputation of the Company or any of its publications; and
10.10 the Work (and the format/medium and method of delivery of the same to the Company) will be free from viruses and any other components with harmful or contaminating effects.
11. The Contributor undertakes to defend the Company and its successors, assignees and sub-licensees from and against any claim or action that the possession, use, development or maintenance of the Work (or any part thereof) infringes the Intellectual Property Rights of any third party.
12. The Contributor shall fully indemnify and hold harmless the Company and its successors, assignees and sub-licensees from and against any loss, damages, costs (including all legal fees) and expenses incurred by or awarded against the Company and its successors, assignees and sub-licensees as a result of or in connection with any breach of the Contributor’s obligations under the Contract including, without limitation, the breach or infringement of the Contributor’s warranties under these T&Cs.
13. Upon the Company’s acceptance of the Work, and in consideration of the Company’s payment of the Fee, ownership of the Work shall hereby be transferred from the Contributor to the Company. Upon such transfer, the Company shall be the sole and absolute owner of all rights in the Work including, without limitation, all Intellectual Property Rights in the Work. Without prejudice to the generality of the above, such transfer shall include the absolute assignment, with full title guarantee, to the Company of the copyright and other rights of like nature conferred under the laws of the United Kingdom (and all other countries of the world) in the Work for the remainder of the term during which the said rights shall subsist. The Contributor shall at the request of the Company execute all such documents and do all such further acts as the Company may require for the purpose of implementing, and giving effect to, the provisions of this clause.
14. The Contributor warrants and represents to the Company that he/she is an independent contractor and nothing in the Contract shall render the Contributor an employee, agent or partner of the Company and the Contributor shall not hold him/herself out as such. The Contributor will be solely responsible, at his/her own expense, for the supply of all equipment, facilities or materials necessary for the creation, production or submission of the Work.
15. The Contributor undertakes to the Company that he/she will duly pay the tax and national insurance contributions which are due from him/her whether in the United Kingdom or elsewhere in relation to the payment of the Fee made by the Company pursuant to the Contract and further agrees to indemnify the Company in respect of all and any tax and national insurance contributions which may be found due from the Company on the said payment of the Fee together with any interest, fines or penalties thereon.
16. If the Contributor is in material breach of the Contract (and, in the case of a breach capable of remedy, fails to correct the breach within a reasonable period stipulated by the Company) or, in the reasonable opinion of the Company, is insolvent the Company may, upon giving written notice to the Contributor, terminate the Contract.
17. The Company may terminate the Contract for convenience with immediate effect by giving the Contributor written notice of termination.
18. Where the Contract is terminated by the Company in any circumstance, the Company shall have no liability to pay the Fee, or any part of the Fee, to the Contributor.
19. The Contract shall be personal to the Contributor who may not assign or otherwise transfer, or sub-contract, his/her rights and obligations.
20. Any person who is not a party to the Contract shall have no right to rely upon or enforce any term of the Contract.
21. The Contributor will treat as confidential the content of the Contract, together with all information, whether of a technical, business, financial nature or otherwise, relating in any manner to the business or affairs of the Company which the Contributor receives or has access to pursuant to the Contract. The Contributor will not disclose this information to any person other than as required for the purpose of performing the Contract and will not use this information other than for the purpose of the Contract. The provisions of this clause shall not apply to any information which is required to be disclosed by law or which are in the public domain, or which comes into the public domain, through no breach of this clause by the Contributor.
22. If the Company fails or delays in exercising its rights or remedies under the Contract, it shall not be deemed to have waived that or any other right or remedy under the Contract.
23. Unless expressly provided otherwise, where the Contributor comprises more than one person or entity, they shall be jointly and severally liable for their respective obligations and liabilities under the Contract.
24. The Contract contains the whole agreement between the Company and the Contributor and supersedes any prior written or oral agreement between them in relation to its subject matter and the parties confirm that they have not entered into the Contract on the basis of any representations that are not expressly incorporated into the Contract.
25. The Contract may not be modified unless agreed in writing (including email) by the duly authorised representative of the Company and by the Contributor.
26. Words importing the singular number include the plural and vice versa and words importing any particular gender shall include all other genders. References to persons shall include bodies of persons whether corporate or incorporate.
27. In the event that any provision of the Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or, at the discretion of the Company, may be severed from the Contract and the remaining provisions of the Contract shall remain in full force and effect.
28. The warranties and indemnities contained in the Contract, as well as the confidentiality provisions in clause 21 above, shall survive the termination or expiry of the Contract.
29. Correctly addressed notices sent by first class mail shall be deemed to have been delivered forty-eight (48) hours after posting and correctly directed facsimile transmissions or email transmissions shall be deemed to have been received instantaneously provided that facsimile or email transmissions are confirmed within twenty-four (24) hours of transmission by a confirmatory copy sent by first class mail.
30. The Contract will be governed by the laws of Hong Kong and the Courts of Hong Kong shall have exclusive jurisdiction in any disputes arising under the Contract.