Hotel Supplier Agreement

Complete Terms and Conditions for Direct Book Travel Platform

You are reviewing this agreement as part of your registration process. Return to your registration form to complete acceptance.

Background

• The Platform Provider operates an online disintermediation platform known as “Direct Book Travel” which facilitates direct bookings between travel agents and suppliers
• The Supplier wishes to utilise the Platform to offer its services directly to travel agents
• The Platform Provider shall act as an agent for the Supplier for facilitating bookings and processing payments, and shall be the merchant of record for such transactions
• The Platform Provider agrees to provide access to the Platform and related services subject to these terms and conditions

1. Definitions and Interpretation

Key Definitions:

• Addenda: Privacy Policy and Data Protection terms, and Content License terms
• Agency Services: Services provided by Platform Provider including facilitating bookings, collecting payments, and remitting funds
• Agreement: This complete Supplier Agreement including all terms and referenced policies
• Booking: A confirmed reservation for services made by a Travel Agent via the Platform
• Channel Manager: Third-party software system used to manage and distribute rates and availability across multiple channels
• Commission-Inclusive Rate Option: Alternative pricing where Supplier provides Nett Rates with Platform Provider applying agreed markup
• Confidential Information: All non-public information disclosed between parties
• Effective Date: Date of electronic acceptance during registration
• Force Majeure Event: Events beyond reasonable control including acts of God, war, terrorism, natural disasters, strikes, governmental actions
• Intellectual Property Rights: All present and future rights in copyright, trademarks, designs, patents, and other intellectual property
• Marketing Fee: 3% fee payable by Supplier as set out in Clause 6
• Merchant of Record: Entity legally responsible for processing credit card transactions and handling payment disputes
• Nett Rates: Rates provided by Supplier exclusive of commission, allowing minimum 10% commission to Travel Agent, provided in Supplier’s local currency
• Platform: The online Direct Book Travel platform operated by Travel Spark Pty Ltd
• Platform Services: Services provided including platform access, booking facilitation, and optional marketing services
• Preferred Partnership Fee: Optional fee for enhanced page placement and marketing services
• Privacy Policy and Data Protection Addendum: Data protection terms available at directbook.travel/privacy-policy
• Supplier Extranet: Online portal for Supplier to manage rates, availability, and content
• Travel Agent: Travel agent registered with and using the Direct Book Travel Platform
• Virtual Credit Card (VCC): Unique credit card number generated for specific transactions

Interpretation Rules:

• Words importing any gender include every gender
• Singular includes plural and vice versa
• Persons include firms, companies and corporations
• References to clauses relate to this Agreement
• Headings do not affect interpretation
• “Including” means “including without limitation”

2. Term and Termination

2.1 Term

This Agreement commences on electronic acceptance during registration and continues until terminated.

2.2 Termination for Convenience

Either Party may terminate this Agreement by providing 30 days’ written notice.

2.3 Termination for Cause

Either Party may terminate immediately by written notice if:

• The other Party commits a material breach and fails to remedy within 14 days of written notice
• The other Party becomes insolvent, enters administration, liquidation, receivership, or ceases business

2.4 Effect of Termination

• Supplier’s platform access ceases immediately
• Accrued unpaid fees become immediately due
• Survival clauses remain in effect
• Prior rights and obligations remain unaffected

3. Agency Relationship

3.1 Appointment of Agent

The Supplier appoints Platform Provider as non-exclusive agent for:

• Displaying Supplier’s services and Nett Rates to Travel Agents
• Facilitating Bookings between Travel Agents and Supplier
• Acting as Merchant of Record to collect payments from Travel Agents
• Remitting collected funds to Supplier, less applicable fees

3.2 Scope of Agency

Platform Provider’s authority is strictly limited to activities described in this Agreement. Platform Provider is not authorised to enter contracts on Supplier’s behalf other than facilitating bookings and collecting payments. The service contract is directly between Travel Agent/guest and Supplier.

3.3 No Principal Service Provider

Platform Provider acts solely as agent and is not the principal service provider. Supplier remains solely responsible for provision of all services and fulfilling all Bookings.

4. Platform Services

4.1 Platform Access

Platform Provider grants Supplier non-exclusive, non-transferable right to access and use the Platform solely for offering accommodation services to Travel Agents and managing bookings.

4.2 Booking Facilitation

Platform Provider will facilitate display of Supplier’s offerings to Travel Agents and processing of booking requests through the Platform.

4.3 Information Display

Platform Provider will display information provided by Supplier including availability, rates, descriptions, and images. Supplier acknowledges accuracy is its sole responsibility.

4.4 Support

Platform Provider will provide reasonable technical support during standard business hours.

5. Supplier Obligations

5.1 Accurate Information

Supplier shall provide accurate, complete, and up-to-date information regarding services, including availability, rates, terms and conditions, and promptly update such information.

5.2 Rate and Availability Submission

Supplier shall make rates and availability accessible through:

• Channel Manager Integration: Connecting Channel Manager to Platform Provider’s system for real-time updates. Supplier responsible for maintaining connection and data accuracy.
• Supplier Extranet: Manually loading and updating rates and availability. Supplier responsible for accuracy and timeliness of data entered.

5.3 Booking Fulfilment

Supplier shall honour all confirmed Bookings at rates and terms agreed upon at booking time.

5.4 Compliance with Laws

Supplier shall comply with all applicable local laws, regulations, and industry standards including consumer protection, privacy, and health and safety regulations.

5.5 Customer Service

Supplier is solely responsible for all customer service relating to Bookings, including managing cancellations, modifications, complaints, and guest queries.

5.6 No Circumvention

Supplier shall not attempt to circumvent the Platform or Platform Provider’s fees by encouraging Travel Agents to book directly outside the Platform.

6. Fees and Payment

6.1 Marketing Fee (Standard Model)

Supplier agrees to pay Platform Provider a non-refundable Marketing Fee of 3% of total Nett Booking Value (excluding taxes and third-party charges) for each confirmed and paid Booking. Fee applies regardless of service usage but not on cancelled bookings. Platform Provider invoices monthly.

6.2 Marketing Fee (Optional)

Supplier may opt for additional Marketing Fee for enhanced page placement, promotional features, or other marketing services. Structure and services agreed separately in writing.

6.3 Invoicing and Payment Terms

• Platform Provider issues monthly invoices for all accrued fees
• Invoices calculated on confirmed Bookings during invoicing period
• Supplier pays undisputed invoices within 21 days of invoice date
• All fees exclusive of GST or applicable taxes, added where legally required

6.4 Payment Method (Supplier to Platform Provider)

Payments made by bank transfer to Platform Provider’s nominated account.

6.5 Payment to Supplier (via VCC)

Platform Provider facilitates payment to Supplier for confirmed Bookings via Virtual Credit Card (VCC) in local currency through designated third-party payment provider (e.g., Nium). Travel Agent’s payment obligation contingent upon successful payment processing and receipt of funds. Supplier responsible for VCC processing fees from own banking systems.

7. Rates and Pricing

7.1 Competitive Nett Rates

Supplier shall provide Nett Rates competitive with or lower than rates travel agents can access through wholesale channels for comparable services. Platform’s primary purpose is enabling direct booking at competitive rates.

7.2 Rate Auditing and Remediation

Platform Provider reserves right to audit Supplier’s rates against third-party feeds, APIs, or comparison tools. Upon identifying pricing discrepancies or non-competitive rates, Platform Provider will alert Supplier, who agrees to promptly remediate pricing. Failure to remediate may result in temporary suspension or removal of listings.

8. Intellectual Property

8.1 Platform IP

All Intellectual Property Rights in the Platform, including software, design, content, and trademarks, are and remain exclusive property of Platform Provider or its licensors.

8.2 Supplier Content

Supplier grants Platform Provider non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Supplier’s content (logos, images, descriptions, rates) on Platform and in connection with Platform Services.

9. Confidentiality

9.1 Confidentiality Obligations

Recipient of Confidential Information must keep it confidential and not deal with it in ways that might prejudice confidentiality. Obligations continue as long as information is maintained confidentially by Discloser.

9.2 Return of Information

At termination or when directed, all Confidential Information must be returned including copies, extracts, summaries, and related software. Recipient must erase and destroy copies in possession or control.

9.3 Exceptions

Confidential Information excludes information generally available publicly (not through breach) or known by Recipient prior to disclosure.

9.4 Personnel Agreements

Recipient agrees Platform Provider may require personnel to sign confidentiality agreements as condition of acceptance.

9.5 Indemnity and Remedies

Recipient indemnifies Discloser against all liabilities from breach. Damages may be inadequate remedy; Discloser may obtain injunctive relief. Obligations survive termination.

10. Warranties and Representations

10.1 Mutual Warranties

Each Party warrants:

• Full power and authority to enter and perform Agreement
• Execution and performance won’t violate other agreements

10.2 Platform Provider Warranties

Platform Provider warrants it will provide Platform Services with reasonable care and skill.

10.3 Supplier Warranties

Supplier warrants:

• All information provided is accurate, complete, and not misleading
• Has all necessary rights, licenses, and permits to operate and offer services
• Services comply with all applicable laws and regulations

11. Indemnity

11.1 Supplier Indemnity

Supplier indemnifies and holds harmless Platform Provider, officers, directors, employees, and agents from claims, liabilities, damages, losses, costs, and expenses (including legal fees) arising from:

• Supplier’s breach of obligations or warranties
• Claims by Travel Agent or guest relating to Supplier’s services or Booking fulfilment
• Intellectual Property Rights infringement by Supplier’s content
• Supplier’s violation of applicable laws or regulations

11.2 Platform Provider Indemnity

Platform Provider indemnifies Supplier from claims arising directly from Platform Provider’s gross negligence or wilful misconduct in providing Platform Services.

12. Limitation of Liability

12.1 Exclusion of Indirect Loss

To maximum extent permitted by law, neither Party liable for indirect, incidental, special, consequential, or punitive damages including loss of profits, revenue, data, or goodwill.

12.2 Cap on Liability

Platform Provider’s total aggregate liability shall not exceed total fees paid by Supplier in 6 months preceding the liability event.

12.3 Australian Consumer Law

Nothing excludes, restricts, or modifies implied warranties or guarantees prohibited by Competition and Consumer Act 2010 (Cth) or other applicable legislation.

13. Dispute Resolution

13.1 Negotiation

Parties shall first attempt to resolve disputes through good faith negotiation.

13.2 Mediation

If not resolved through negotiation within 14 days, either Party may refer dispute to mediation by mediator agreed upon or appointed by Queensland Law Society President. Mediation costs borne equally.

13.3 Litigation

If not resolved through mediation within 30 days of mediator appointment, either Party may initiate legal proceedings.

14. Governing Law and Jurisdiction

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of Queensland, Australia.

14.2 Jurisdiction

The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland, Australia, and any courts which have jurisdiction to hear appeals from those courts.

15. General Provisions

15.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to its subject matter.

15.2 Amendments

No amendment or variation of this Agreement is valid or binding unless made in writing and signed by both Parties.

15.3 Waiver

A waiver of any right under this Agreement is only effective if it is in writing and applies only to the Party to whom the waiver is addressed and for the specific instance for which it is given.

15.4 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

15.5 Assignment

Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

15.6 Relationship of Parties

• This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
• Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

15.7 Notices

Any notice given under this Agreement must be in writing and sent to the addresses of the Parties as set out above or such other address as a Party may notify to the other Party from time to time. Notices may be sent by email, registered post, or commercial courier.

16. Electronic Signatures and Acceptance

16.1 Electronic Acceptance

The Parties agree that this Agreement may be executed electronically and that electronic signatures and acceptance shall have the same legal effect as handwritten signatures.

16.2 Record Keeping

The Platform Provider will maintain records of electronic acceptance including date, time, IP address, and supplier identification details.

16.3 Binding Effect

Electronic acceptance of this Agreement by completing registration constitutes a binding agreement between the Parties.

Privacy Policy and Data Protection

Data protection and privacy terms are governed by our comprehensive Privacy Policy and Data Protection Addendum available at directbook.travel/privacy-policy. We only collect passenger names for bookings and transmit them to your property – no other customer information is collected or stored.

Content License Terms

By accepting this agreement, you grant Direct Book Travel a non-exclusive, royalty-free, worldwide license during the agreement term to:

• Use, reproduce, modify, adapt, publish, and translate your content
• Create derivative works from your logos, images, descriptions, and promotional materials
• Distribute and display your content on our platform and in marketing materials
• Use your content in connection with providing Platform Services

This license terminates upon termination of this Agreement, except for content already distributed which may remain in use for reasonable wind-down periods.