This agreement between you ('Accommodation Provider', 'you', 'your') and STAAH Limited ('STAAH', 'we', 'us', 'our') sets out the basis on which STAAH will provide Channel Management and Booking Engine Services('Agreement'). We may amend the terms of this Agreement at any time by giving you not less than 30 days written notice. By using the Service you confirm your acceptance of the terms of this Agreement, as amended from time to time.
We will provide Channel Managementand Booking Engineservices as described in the Schedule to this Agreement (the 'Service').The Service shall be provided by means of an access to a Universal Resource Locator (URL) designated by us.
We reserve the right to upgrade, modify, alter, limit or terminate the Service at any time. We will endeavour to notify you of all significant changes to the Service. We may agree to provide you with additional services at your request such as search engine optimisation. Additional services that we agree to provide will then be provided as part of the Service. You agree that the provision of additional services will be governed by the terms of this Agreement.
You must supply us, upon request, with all information required by us to provide the Service. You shall ensure that all information you provide is accurate, current and complete and you will advise us of any changes so that such information remains accurate, current and complete.
To enable you to access the Service, we may provide you with a username and password. Your username and password are for your use only. You must at all times keep your username and password secure and confidential and not disclose them to any third party or otherwise make the Service or designated URL available to any other person. STAAH will prompt a change of password every 90 days in line with PCI DSS Compliance Standards.
You are solely responsible for any use of the Service by any person using your username or password and you agree to indemnify us against any and all claims arising out of your failure to keep your username or password secure and confidential.
You must notify us immediately by email to firstname.lastname@example.org of any unauthorised use of your member ID, password or any other breach of security.
You agree to pay all charges for the Services as set out in the Schedule ('Charges').
Charges shall be paid in New Zealand Dollars to an account selected by STAAH upon invoice by STAAH.
All Charges are exclusive of any taxes, duties or other governmental levies or other charges. You are responsible for payment of all such other charges, including bank transfer fees.
If you fail to pay the Charges by the due date for payment, then if upon expiry of 10 days' written notice informing you of your failure to pay such Charges and requiring you to remedy such failure, you still have not made full payment of such Charges, we may, without further notice suspend the Service.Reinstatement of services will attract a reinstatement fee per listing.
We reserve the right to impose late interest charges on the amounts remaining unpaid. In addition, we reserve the right to recover costs associated with the collection of unpaid Charges, including any legal fees and charges relating to debt collection services.
We reserve the right to modify our pricing structure and payment conditions from time to time at our sole discretion, provided that not less than 30 days' notice shall be given to you regarding any changes or modifications. Such notification shall be given via the email address provided by you in the Schedule ('Organisational Information').
You must follow all instructions set out in the STAAH User Guide.
We shall not be responsible if we cannot obtain access to any third party portal or website that is required in order to provide the Service in the event that any link fails to connect due to changes in the third-party systems. However, we will make every effort to re-instate the connection.
It is your responsibility to carefully manage your bookings and inventory.We shall not be responsible for over bookings.
You shall indemnify us and hold us harmless against all claims made by third parties that arise from your failure to perform your obligations under this Agreement.
STAAH gives no warranties and makes no representations of any kind relating to the Service including, without limitation, any implied warranties of non-infringement, fitness for a particular purpose, or merchantability, and we exclude all warranties to the maximum extent permitted by law. The Service is made available to you strictly on an 'as is' basis.
You acknowledge and agree that the Service is acquired for the purposes of a business and that the guarantees provided under the Consumer Guarantees Act 1993 shall not apply.
Except to the extent that it is unlawful to exclude such liability:
We will not in any circumstances (including, without limitation, negligence or breach of statutory duty) be liable for any loss of profits, loss of revenue, loss of savings, loss of data, or for any indirect, consequential, special, exemplary, punitive, incidental, or other loss or damages regardless of the form of action or legal basis of liability even if we are advised of the possibility of such loss or damages; and
Our liability to you arising out of any and all claims whatsoever (irrespective of the cause of action) will not in any circumstances exceed in aggregate the total amount of the sums paid by you to us for the Services in respect of which we are in default (which shall not exceed the Charges paid by you for those Services during the one month period preceding the date of your claim).
You acknowledge that the access to and use of the Service may be impaired or prevented by a variety of factors beyond our control, for instance defects in your computer system and problems with Internet connectivity, and that we are not responsible for any such factors or their effects.
We shall not be liable for any failure to back up or restore any information or for interruptions, delay or suspension of access to or unavailability of the Service, or any loss of such information, data or transmissions. It is your responsibility to ensure that your data is backed up effectively.
No action arising out of or in connection with this Agreement, regardless of form, may be brought by either party more than one year after the cause of action arose.
You acknowledge that intellectual property rights that may subsist in content of the Serviceand the processes we use to deliver the Service belong to STAAH or its suppliers. You agree not to challenge such ownership or to act inconsistently with such ownership.
8.1 Each party agrees to keep secret and confidential at all times, all Confidential Information of the other party and will not use, communicate, cause to be communicated, copy, make available or otherwise resupply any such Confidential Information to any person except as is reasonably necessary for the purposes of this Agreement, or as otherwise required by law.
You agree that,we may identify you as one of our clients in our promotional media and literature and disclose to current and prospective clients and investors that you are a client and user of our products and services.
This Service interfaces with Internet sites and systems maintained by third parties (including Booking Websites). Such systems and websites are not under our control and we are not responsible for their operation or availability. We will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or services provided by any third party.
STAAH may collect ‘personal information’ (as that term is defined in the New Zealand Privacy Act 1993) from your Customers or receive personal information about your Customers from Booking Websites. Such information includes credit card details that we collect in providing the Services. STAAH does so as your agent and on the basis that you are responsible for complying with the requirements of the Privacy Act 1993 in relation to the personal information we collect on your behalf.
You must ensure that all credit card information that is made available to you by STAAH is held securely at all times.
STAAH will purge all credit card data in its system 72 hours after the booking details have been received. Once this information is deleted from STAAH, the information cannot be retrieved.
We may, in our sole discretion, terminate your use of the Serviceimmediately if you fail to comply the terms of this Agreement.
Either party may terminate this Agreement at any time for any reason by giving not less than  days’ prior written notice, notice may be given by us via email].
If this Agreement is terminated for any reason:
your right to access or use the Serviceis immediately revoked and you shall cease use of the Service;
you shall not attempt to access or use the Service without our prior written consent; and
any Charges paid by you will be forfeited.
Termination of this Agreement shall not affect:
the rights of a party which accrued prior to and upon termination; or
the provisions of this Agreement which by their nature, survive termination namely section 5 (Warranties), section 6 (Limitation of liability), section 7 (Intellectual property), section 8 (Confidential Information), section 11 (Personal information),and this section12.
Assignment and subcontracting: We may subcontract, assign or novate any of our rights, duties or obligations under this Agreement. You cannot transfer, assign, novate or sublicense any or all of your rights, duties or obligations in this Agreement to, or share them with, a third party, without our prior written approval.
Governing law: The laws of New Zealand govern this Agreement and the courts of New Zealand shall have jurisdiction to resolve any dispute arising between the parties.
Waiver: No delay in enforcement or extension of time or failure to exercise any right under this Agreement will be deemed to be a waiver of any right by us. No waiver of an earlier breach of this Agreement will be construed as a waiver of a later breach.
Entire agreement: The parties acknowledge that this Agreement contains the whole of the contract and understanding between them. There are no conditions, warranties or other understandings affecting the arrangements between the parties other than those set out herein and this Agreement replaces all prior agreements and understandings with respect to the subject matter of this Agreement.
In this Agreement, unless the context otherwise requires:
'Booking Website' means a third party website that provides reservation services for hotels, motels, backpackers, lodges, resorts and other accommodation providers;
'Customer' means a person or entity that books accommodation with the Accommodation Provider through a Booking Website which interfaces with the Service;
'Confidential Information' means all information of a confidential nature that concernsa party to this Agreement or its business, technologies or services. Such information includes all information relating to the Servicethat is not general public knowledge including, without limitation, the Software, technologies, documentation, and any new product or service information relating to STAAH’s business but does not include information that:
is, or becomes, general public knowledge without fault of the Accommodation Provider;
is, or becomes, available to the Accommodation Provider from a source other than the STAAH without breach of any confidentiality obligations;
is independently developed by the Accommodation Provider without use of STAAH's Confidential Information;
is required to be disclosed by law or under a court order; or
was already known to the Accommodation Provider prior to that information being disclosed by STAAH;
'Data' means any information collected by STAAH in relation to this Agreement including, without limitation, through the Service;
'Intellectual Property' means any copyright, patents, trade marks, design rights, trade secrets, layout design rights or other enforceable industrial or intellectual property rights;
'Software' means any computer program or script contained within the Channel Management and Booking Engineused to provide the Service, including, without limitation, any source code, object code, mark-up, or scripting used by STAAH to provide the Service.