RMS: Property Management & Reservation Management System 

Services Agreement

Agreement

A RMS, “The Service Provider” is the provider of the services outlined in your Sales Order (the Services).
B The Service Provider has agreed to provide the Services to the Customer in accordance with your Sales Order and this agreement.
C The Customer by subscribing to the Service has agreed to the following terms and conditions governing the use of the Service including the Acceptable Use Policy in Schedule 2.  The Service Provider reserves the right to update the Acceptable Use Policy at any time, effective upon a notification via the Service or via an email address you have registered with the Service Provider.
D The Service Provider reserves the right to change these terms at any time in the absence of any other agreement in writing between the Customer and the Service Provider.  Any change shall become effective upon a notification via the Service or via an email address you have registered with RMS on the Sales Order Form or an email address that you have subsequently provided to the Service Provider. It is your obligation to ensure that you have read, understood and agree to any changes in the terms if notified.

1. Defined terms & interpretation

1.1 Defined terms

In this agreement:

Account means an account enabling a person to access and use the Service including both Administrator accounts and user accounts.

Agreement means a contract between the parties incorporating the Sales Order Form, these Terms and Conditions, RMS Acceptable Use Policy, RMS Support SLA and RMS Privacy Policy and any amendments to that contract from time to time.

Authorised User means the employees or contractors as nominated by the Customer to have an Account. 

Cardholder Data refers specifically to the credit card number, along with cardholder name, expiration date and security code.

Confidential Information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software, that is marked confidential or should have been reasonably understood by the disclosing party to be confidential, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

Consequential loss means any loss or damage which, although in the contemplation of the parties at the time they entered into this Agreement, is not a loss or damage which may fairly and reasonably be considered to arise naturally (that is, in the usual course of things) from the breach or other act or omissions (including loss of contract, business opportunity, profit or anticipated profit, or any other loss of a similar nature). 

Customer means the named party on the Sales Order and any Related Body Corporate from time to time of the named party and their respective Employees.

Customer Data means any data and materials inputted by the Customer into the Software or stored by the Service or generated by the Service as a result of the Customer’s use of the Service.

Data Breach means any unauthorised access to, use or disclosure of Personal Information held by or on behalf of the Customer. 

Fees means those fees payable to the Service Provider as set out in the Sales Order or corresponding to the services selected subsequently by the Customer and pursuant to clause 4 of this agreement.

Force Majeure Event means an event or series of related events that is outside the reasonable control of either party and without the fault or negligence of either party and which by the exercise of reasonable diligence either party was unable to prevent (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

Go Live Date means the date you request for the Service specified in the Sales Order Form to be available to you and the effective date for invoicing of the Fees.

GST means any Goods and Services Tax or Value Added tax imposed under any applicable legislation or regulation

Infringement Claim means a Claim which would, if true, constitute a breach of a warranty in clause 3.3(e)  

Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Moral Rights means any moral rights including the rights described in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being “droit moral” or other analogous rights arising under any statute that exists or that may come to exist, anywhere in the world.

Modules means optional software modules that the Customer may add to or delete from their main subscription during the term of this Agreement.

Party or parties means a party or parties to this Agreement, its successors and assigns or any person acting on behalf of and with the authority of the parties to this Agreement. 

PCI DSS means the series of specific Data Security Standards (DSS) that the PCI Security Standards Council (PCI SSC) defines and are relevant to all merchants, regardless of revenue and credit card transaction volumes.

Online API means any Application Programming Interface provided by the Service Provider that enables a Customer to operate its own ecommerce booking platform by reading data from and writing data to the Customer’s database within the Software and Services.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable:

(a) whether the information or opinion is true or not; and

(b) whether the information or opinion is recorded in a material form or not.

Privacy Law means any requirement under law, industry code or policy relating to the handling of Personal Information.

Sales Order means any document, including one completed online, that records the Services and the fees purchased by the Customer.

Software means the software available (as may be changed or updated from time to time by The Service Provider via the Service.

Support Services means support in relation to the use of, and the identification and resolution of errors in, the Service, but shall not include the provision of training services.

Supported Web Browser means the current release from time to time of Google Chrome or any other web browser that the Service Provider agrees in writing shall be supported.

Schedules means each of the schedules annexed to this agreement.

Services means the software and support services as set out in Sales Order.

2. Commencement

This agreement begins on the Commencement Date.

3. The Services

3.1 Terms of Engagement

(a) The Customer appoints the Service Provider as its provider of the Services, and the Service Provider accepts the appointment and agrees to provide the Services to the Customer, in accordance with the terms and conditions of this Agreement.

(b) The Service Provider hereby grants the Customer a non-transferable, non-exclusive License to use the Service by means of a Supported Web Browser from any computer or mobile device during the Term.

(c) The Customer will provide the Service Provider with such information, resources and authorities that the Service Provider reasonably requires to carry out the Services.

3.2 Provision of the Services by the Service Provider

The Service Provider agrees to provide Services to the Customer as set out in the Sales Order and in accordance with:

(a) the terms of this Agreement; and

(b) the Service Standards (as set out in Schedule 1);

3.3 Service Provider Warranties

The Service Provider warrants to the Customer that, in connection with the provision of the Services:

(a) It is legally able to enter into this Agreement;

(b) It will comply with all applicable laws;

(c) It will use reasonable skill and diligence;

(d) The use of the Software and any documentation in accordance with this agreement will not result in a breach of any law or mandatory code of conduct; 

(e) the provision of the Software and the Services to the Customer and the use of any documentation by the Customer, will not:

(i) infringe any person’s rights (including Intellectual Property Rights and Moral Rights); or 

(ii) constitute a misuse of any person’s Confidential Information.

(f) It will adhere to best practice policies and procedures to prevent data loss, including a system data back-up regime.  

3.4 Customer Warranties

The Customer warrants to the Service Provider that, in connection with the provision of the Services:

(a) It will comply with Schedule 2 (Acceptable Use Policy) and will ensure that all persons using the Service with its authority or by means of an Account will comply with Schedule 2 (Acceptable Use Policy).

(b) It is responsible for obtaining and maintaining all equipment, computer hardware and software and all telecommunications services required by it to access and use the Services and will ensure that all such equipment and services comply with the technical specifications provided by the Service Provider.

(c) It will take all reasonable precautions to ensure the security of access to the Services and must not, under any circumstances, allow any third party or any person other than an Authorised User to access or use the Services for any purpose without the prior written consent of the Service Provider. 

(d) It agrees to inform the Service Provider immediately if it becomes aware of any unauthorised use of the Services by any person.

(e) It will not use the services in any way that will contravene any legal or regulatory provision including any provision resulting from an international agreement applicable to them.

4. Fees

4.1 Payment of Fees

In return for the provision of the Services by the Service Provider in accordance with clause 4.2 of this agreement, the Customer agrees to pay the Fees as set out in the Sales Order and any fees for Modules activated by the Customer during the term that are additional to the original Sales Order.

4.2 Invoicing

The Fees shall be invoiced to the Customer in advance for each billing period for the amount and frequency as set out in the Sales Order or as subsequently subscribed for unless otherwise stated.  Modules activated with usage charges may be invoiced in arrears.  Minimum terms may apply to Modules activated by the Customer during the term and will be advised to the Customer at the time of activation.  The Fees are exclusive of GST, Sales Taxes and similar taxes.  The Service Provider invoices will be generated electronically and transmitted by email.  Payment is by direct debit or credit card authority. The Service Provider may enter into alternative payment conditions by mutual agreement.

4.3 New Services Costs

If during the term the product mix of the Services is amended by agreement between the parties, and the provision of any agreed new Services to the Customer will incur a third party or additional cost, the Service Provider will provide the Customer with notice if any of these third party or additional costs (and the amount of such costs) are to be passed on to the Customer.

4.4 GST

(a) Despite the definition of consideration in the GST law, and unless otherwise expressly stated in this Agreement, prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.

(b) If a party makes a taxable supply under or in connection with this Agreement, the other party must pay to the supplier at the same time, and in addition to the GST-exclusive consideration, an amount equal to the GST payable on that supply.

(c) The supplier must, as a precondition to the payment of GST under clause 4.6(b), give the other party a tax invoice.

(d) If an adjustment event arises in connection with a supply made under this Agreement, the supplier must give the other party an adjustment note in accordance with the GST law.

(e) If this Agreement requires one party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be reduced by the amount of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense.

4.5 Withholding tax

The Customer shall be responsible if a law requires the Customer to deduct an amount in respect of Taxes from a payment under this Agreement, to:

(a) pay a net amount to the Service Provider that the Service Provider would have received if the Tax had not been imposed; and

(b) pay an amount equal to the amount deducted to the relevant Government Agency in accordance with the applicable law.

4.6 Absence of Agreement

In the absence for any other agreement in writing between the Customer and the Service Provider, the Service Provider may elect to vary any element of the Fees by giving you notice of the variation via the Service or via an email address that you have registered with the Service Provider.

5. Availability of the Services

5.1 Enhancements, Updates, New Releases

The Service Provide may, in its sole discretion, make enhancements, updates or new releases of the Software available through the Service from time to time in order to enhance or improve the functionality or operation of the service or comply with legislative requirements.

5.2 Downtime

The Service Provider will use its best endeavours to maintain the reliability and efficiency of the Services subject to unscheduled interruptions to the availability of the Services due to factors beyond the control of the Service Provider - including any actions by the Customer or third parties, including telecommunications providers. 

The Customer will communicate any difficulties encountered with the Services to the Service Provider as soon as is reasonably practicable following detection.

6. Breach and termination of this agreement

6.1 How a party breaches this agreement

A party breaches this agreement if:

(a) the party fails to comply with any term of this agreement (including each of the attached Schedules);

(b) the party, being an individual, becomes bankrupt or commits an act of bankruptcy or brings his or her estate within the operation of any law relating to bankruptcy;

(c) the party is a corporation and:

(i) the corporation is wound up; or

(ii) an administrator, a receiver, a manager or an inspector is appointed in respect of the party; or

(d) the interest of the party under this agreement is attached to or taken in any legal process.

6.2 Termination for cause

If a party breaches this agreement under clause 6.1 and, within 20 Business Days after the other party serves a written notice on the breaching party:

(a) the breach is not remedied if it is capable of being remedied; or

(b) the breaching party does not compensate the other party in accordance with this agreement or to the other party's reasonable satisfaction if the breach is not capable of being remedied,

this agreement may be terminated by written notice from the other party to the breaching party at any time up to the breach being remedied or compensation reasonably acceptable to the other party being paid.

6.3 The Customer’s right to terminate for convenience

If the Customer wishes to terminate this agreement for convenience during the Term, it must serve written notice on the Service Provider stipulating the termination date (Termination for Convenience Date), which must be no earlier than ten (10) Business Days after the notice was served. 

On the Termination for Convenience Date: 

(a) The Service Provider will cease providing the Services to the Customer on the Termination for Convenience Date (or if otherwise agreed between the parties switch to a monthly use of services);

(b) The Service Provider will in good faith endeavour to facilitate a transfer of the Services in the manner chosen by the Customer;

(c) The Customer will pay to the Service Provider any outstanding fees for Services provided up to the Termination for Convenience Date;

(d) The Customer will pay the remaining Fees (in accordance with the Sales Order) pro-rata until the end of the Term including and any minimum duration for modules activated during the Term.

6.4 The Service Provider’s right to terminate for convenience

1. a) If the Customer has not paid a correctly rendered invoice in respect of a Fee within twenty (20) business days after the due date for payment and has not by that time notified the Service Provider that it disputes that invoice by setting out in writing the reasons why the Customer considers that the invoice is not correctly rendered and identifying any amounts which are in dispute, the Service Provider may issue a notice to the Customer advising that:
2. i) Payment is overdue; and
3. ii) The Service Provider will terminate the Services if payment is not received within twenty (20) business days of the Customer receiving that notice
4. b) If having received a notice under Clause 6.4(a) the Customer fails to pay or dispute the invoice within twenty (20) business days after receipt of that notice. The Service Provider may terminate the applicable part of the Services to which the non-payment relates.

6.5 Preservation of rights

Termination of this Agreement for any reason does not extinguish or otherwise affect any rights or remedies of either party which arose prior to the time of termination, or the provisions of this Agreement which by their nature survive termination.

7. Dispute Resolution

7.1 Dispute Resolution Process

If a dispute arises under this agreement, either party may at any time give written notice to the other, requesting that a meeting take place to seek to resolve the dispute.

Nominated representatives of the parties must meet within five (5) Business Days of the notice and endeavour to resolve the dispute in good faith. If such meeting does not take place after five (5) Business Days, or the dispute is not resolved, the matter will be referred to Mediation within five (5) Business Days and a Mediator appointed in accordance with clause 7.2 and 7.3.

7.2 Mediation

The parties must take the steps set out in this clause 7, before either may commence court proceedings other than an interlocutory application.

7.3 Rules

If the parties agree to refer a dispute to mediation the mediation will be administered by the Australian Commercial Disputes Centre (“ACDC”) and will be conducted in accordance with the ACDC Mediation Guidelines which set out the procedures to be adopted, the process of selection of the mediator and the costs involved and the terms of those Guidelines are incorporated into this document.  

(a) if the mediation has not commenced within thirty (30) days, or the dispute remains unresolved thirty (30) days after the appointment of the Mediator, either party may pursue its rights at law;

(b) During a dispute, each party must continue to perform its obligations under this Agreement.

(c) This clause 7 does not restrict or limit the right of either party to terminate this Agreement where this Agreement provides such right.

7.4 Costs

Each party must bear its own costs in connection with the mediation, and must share the fees and expenses of the Mediator and mediation process equally, including any fees and expenses associated with the appointment of the Mediator.

8. Indemnity

Each Party (the “Indemnifying Party”) hereby agrees to indemnify the other party against all claims, actions, demands, costs, damage and loss arising from a third-party claim arising in connection with this Agreement from the Indemnifying Party’s negligence or willful wrongful act or omission or breach of this Agreement.  

9. Limitation of Liability

(a) Subject to clause 9(e)  (No limitation):

(b) neither party will be liable to the other party under or in respect of this Agreement for any Consequential Loss arising from negligence or breach of contract or events beyond their control except for the proportion of liability that either party has at law in the absence of this Agreement; 

(c) the aggregate liability of the Customer to The Service Provider under or in respect of this Agreement whether in contract, tort (including negligence), statute or any other cause of action (other than the obligation to pay Fees) is limited to the fees due for the balance of the subscription period invoiced by the Service Provider; and 

(d) the aggregate liability of Service Provider to the Customer under or in respect of this Agreement whether in contract, tort (including negligence), statute or any other cause of action is limited to fees paid or payable for the previous three (3) months.

(e) Nothing in this Agreement operates to limit or exclude:

(i) liability that cannot be limited or excluded by law;; and

(ii) Service Provider’s liability resulting from its fraudulent or unlawful act or omission.

(f) Any amount claimed pursuant to the indemnity in clause 8 of this Agreement will be reduced proportionally to the extent any loss, damage, liability, claim or expense is directly caused, or contributed to, by the negligence of the Party in breach.

10. Force Majeure

Neither party will be liable to the other for delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a Force Majeure Event. 

11. Notices

11.1 Requirement for writing and signature

A notice, consent, approval request or demand made or required by this Agreement must be

(a) in writing; and

(b) signed by:

(i) the party giving the notice or that party's solicitor; or

(ii) any other person nominated by the party giving the notice as being able to sign notices.

11.2 Serving notices

(a) The Service Provider may only serve a notice on the Customer by:

(i) delivering it by hand; or

(ii) Sending it by registered or pre-paid post, to the address in the Information table (as updated from time to time by Customer) or to the Customer’s registered address

(iii) Sending by email to the email address in the information table (as updated from time to time by Customer)

(b) The Customer may only serve a notice on the Service Provider by:

(i) delivering it by hand; or

(ii) sending it by registered post or prepaid to the address in the Information table (as updated from time to time by the Service Provider) or to the Service Provider registered address.  

(iii) Sending by email to the email address in the information table (as updated from time to time by Service Provider)

(c) The Service Provider and the Customer may only update an address for the service of notices under this agreement by notice to the other parties to this agreement.

11.3 When effective

A notice or communication will take effect:

(a) if given personally - on the day the communication is given provided the notice or communication is given by 4.00pm on that day or, if given after 4.00pm, the notice or communication will take effect from the next Business Day; or

(b) if posted – four (4) Business Days after the notice or communication is sent.

(c) If emailed – at the time of transmission as shown in the email trace log.

12. General Provisions

12.1 Intellectual Property

(a) The Service Provider warrants that it owns all applicable rights, title and interest in and to all Intellectual Property Rights embodied in or associated with the Services (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Services and any accompanying published materials) (“Materials”) or has procured and grants to the Customer an irrevocable and assignable royalty-free licence to use the Materials for the purposes of the Customer’s use of the Services. 

(b) The Service Provider indemnifies the Customer against any Materials provided by the Service Provider infringing on any patent, copyright, registered design, trademark or name, or other protected right.

(c) The Customer agrees and acknowledges that nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Service Provider to the Customer.

(d) The Service Provider agrees and acknowledges that the Customer owns the Customer Data and all Intellectual Property Rights in the Customer Data

12.2 Acknowledgments

a) The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Service Provider gives no warranty or representation that the Service will be wholly free from defects, errors and bugs. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. The Service Provider or its suppliers are not in any way responsible for any such interference or prevention of your access or use of the Services.

b) The Customer acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this agreement, The Service Provider will take reasonable steps to ensure that the Services will be secure.

c) The Customer acknowledges that it is the Customer’s sole responsibility to determine that the Software and Services meets the needs of its business.

d) The Customer acknowledges the Software and Services do not of themselves constitute, and are no substitute for, the Customer’s own identification of, and compliance with, applicable laws and regulations in your jurisdiction.

e) The Service Provider does not provide any warranty regarding the ability of the Software or the Service to ensure your compliance with all applicable laws and regulations in your jurisdiction

f) You acknowledge that the Service Provider does not purport to provide any legal, taxation or accountancy advice by providing the Services under this Agreement.  

12.3 Interpretation

In this agreement, unless the contrary intention appears:

(a) headings are for ease of reference and do not affect the meaning of this agreement;

(b) the singular includes the plural and vice versa and a gender includes another gender;

(c) other grammatical forms of defined words have corresponding meanings;

(d) a reference to:

(i) the Information table; or

(ii) a clause, paragraph, schedule, or annexure, is to:

(iii) the Information table, in;

(iv) a clause or paragraph of; or

(v) a schedule or annexure to, this agreement;

(e) a reference to this agreement includes the Information table and any other schedule or annexure;

(f) a reference to this agreement or any other document includes a reference to it as novated, altered or replaced;

(g) a reference to a party includes a reference to that party's executors, administrators, successors and permitted assigns;

(h) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(i) an agreement, representation or warranty in favour of two or more persons is in favour of them jointly and severally;

(j) an agreement, representation or warranty made by two or more persons binds them jointly and severally; 

(k) including (in any form) or such as when introducing a list of items does not limit the meaning of the word to which the list relates to those items or to items of a similar kind; and

(l) no provision of this agreement will be will be construed adversely to a party because that party was responsible for the preparation of this Agreement or that provision

12.4 Confidentiality

The parties to this agreement must keep the terms of this agreement confidential and must ensure that their officers and employees keep the terms of this agreement confidential, save for any necessary disclosure to their respective legal and financial advisers and any disclosure required for a purpose related to this agreement or the performance of the rights or obligations of any party to it, or by law.

12.5 Privacy

If, as a result of this agreement, the Service Provider is able to access any Personal Information about an individual held by or on behalf of the Customer, then the Service Provider:

a) must comply with all applicable Privacy Laws and such other data protection laws as may be in force from time to time which regulate the handling of Personal Information, as if it were regulated by these laws;

b) must comply with any privacy codes, policies, procedures and guidelines established and advised by Customer to be applicable to the Service Provider (copies available on request) or issued from time to time by the relevant Privacy Commissioner relating to the handling of Personal Information;

c) must comply with any direction of the Customer, the relevant Privacy Commissioner (as the case may be) that is consistent with the laws, codes and policies referred to in paragraphs (a) and (b) above;

d) must promptly notify the Customer of any request made by an individual for access to their Personal Information;

e) must comply with any reasonable direction of the Customer, the relevant Privacy Commissioner (as the case may be) to provide the Customer, the Privacy Commissioner access to the Service Provider’s premises, personnel, records or information for the purpose of the customer, the Privacy Commissioner monitoring the Service Provider’s compliance with this clause; 

f) must ensure that any record containing Personal Information provided to the Service Provider by the Customer or any other person pursuant to this Agreement is, at the expiration or earlier termination of this agreement, at the Customer’s election either returned to the Customer or deleted or destroyed (but the service Provider may retain any such record if it is required to do so by law).

g) If the Service Provider becomes aware of any act or practice which is an actual or potential breach of its obligations under clause 25 (Privacy), the Privacy Laws, or a Data Breach, or any complaint in relation to Personal Information, the Service Provider must:

a. notify the Customer immediately; and

b. comply with any reasonable direction or request for information from, and provide all reasonable assistance to, the Customer or relevant Privacy Commissioner with respect to:

(i) investigating that act or practice; 

(ii) remedying that breach or potential breach; 

(iii) developing and implementing any rectification and preventative measures required by the Customer or the relevant Privacy Commissioner; or 

(iv) resolving that complaint.

12.6 PCI DSS Compliance

a) The Software and Services are provided to the Customer in a form that enables, through the Customer’s use of an approved third-party payment gateway provider to, the Customer process Cardholder Data and remain PCI DSS complaint.  The Software and Services are not configured by the Service Provider to receive, store or process raw Cardholder Data.  If the Customer utilizes options to retrieve or reveal Cardholder Data and/or utilises any method to store Cardholder Data in the Software then the Customer acknowledges that this shall make them non-compliant with PCI DSS and further that in doing so they agree to indemnify and hold the Service Provider harmless from any claims, fines, damages (including any direct, indirect, consequential or punitive damages), losses or costs suffered, incurred or paid by the Customer pursuant to, arising out of or in connection with any Customer actions that reveal or store Cardholder Data in the Software.

b) Any Customer who uses the Online API to manage its own ecommerce booking site is responsible for PCI DSS compliance of the site and hereby agrees to indemnify and hold the Service Provider harmless from any claims, fines, damages (including any direct, indirect, consequential or punitive damages), losses or costs suffered, incurred or paid by the Customer pursuant to, arising out of or in connection with the use of the Online API.

12.7 Relationship of parties

The parties agree that the relationship between the parties is one of independent contractor.  Nothing in this Agreement will be interpreted as creating the relationship of employer and employee, master and servant or principal and agent or a partnership between the parties.

12.8 Entire Agreement

This agreement, including each of the attached Schedules and their contents, and the Items and Background, constitutes the entire agreement between the parties in respect of its subject matter, and supersedes all prior agreements representations negotiations and correspondence.

12.9 Legal Costs

Each party will bear their own legal costs and expenses in connection with the preparation, negotiation, execution and completion of this agreement.

12.10 Severability

If any provision of this agreement is held to be invalid or unenforceable in any way, the remaining provisions will not be affected and this agreement will be interpreted so as to most nearly give effect to the intentions of the parties as it was originally signed.

12.11 No waiver

It is not a waiver of a breach of this agreement or of a party's rights under this agreement if that party:

(a) does not exercise or partly exercises or delays exercising a right;

(b) gives a concession to the other party or accepts a late payment; or

(c) attempts to mitigate its loss.

12.12 Modification

The provisions of this agreement may only be changed by written agreement between the parties.

12.13 Governing law

This agreement will be governed by the laws of Victoria, Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts in that jurisdiction.

12.14 Counterparts

This agreement may be entered into by the exchange of executed counterparts, which together comprise a fully executed agreement.

Schedule 1 – The Service Standards

Uptime Service level requirements

The Service Provider undertakes that the hosted environment and network will be available to be accessed by the Customer at least 99.5% (Uptime) of each full calendar month during the Service Period.

A. Availability Measurement

System Availability shall be measured by the Service Provider in the following manner: 

System Availability will be calculated as “Total Actual System Availability” (up time) divided by “Total Possible System Availability”. 

Example:  995 hours Actual Availability / 1000 Total Availability = 0.995 or 99.5% Actual Availability.

B. Minimum Total System Availability

Minimum total System Availability will be 99.5% (3.65 hours per month or 43.8 hours per year) excluding planned outage windows. 

The following will not factor into calculation of System Availability: 

i. Scheduled Downtime (Service Provider will issue a notice advising of such Scheduled Downtime).

ii. The Customer’s failure to perform its obligations under the Agreement that affect the performance of the Service Provider’s System.

iii. Factors outside the Service Provider’s control including a Force Majeure Event.

iv. the performance of a third party (including, but not limited to telecommunications providers or internet providers).

v. Actions by the Customer or the Customers equipment/technology or third party equipment, software or other.

Definitions

For purposes of this Service Level Agreement, the following definitions shall apply.

Availability The percentage of time, during a given period, in which the Service Provider System is substantially available for the Customer’s Productive Use.

Downtime The time when the Service Provider’s System or one or more of the specified Service Provider’s System components is not available for The Customer’s Productive Use.

Productive Use The Customer’s ability to access and use the functionality of the System Provider’s System, including, but not limited to, the ability to manage rates and inventory feature, receive reservations via booking engine, and use other portions of the RMS System specifically contracted for use by the Customer, including but not limited to all functions of the Property Management System, Booking Engine, and interfaces with the Distribution Channels.  

Scheduled Downtime Scheduled Maintenance will be undertaken at regular intervals by the Service Provider which shall have no effect on the system. 

Scheduled maintenance that will take parts of the system into downtime will be undertaken by the Service Provider at approximately 3 month intervals.  The Customer’s shall be notified at least 72 hours in advance of such scheduled maintenance and the expected duration to be conducted between the hours of 2AM and 4AM (Customer’s local time).  The system will be mostly available during this time and the status page on the Service Provider’s website shall advise the Customer of any parts of the system that are offline.  The status page shall be updated again once those parts of the system are returned online.

Status Page located at:     https://help.rmscloud.com/system-status

Unscheduled Downtime System Downtime that is not Scheduled Downtime.  During unscheduled maintenance a notice shall be placed on the status page notifying properties that there is an unscheduled outage and the expected duration.  The status page shall be updated as further information becomes available and again once the outage is corrected.

Status Page located at:     https://help.rmscloud.com/system-status

C. Data Retention

System Availability applies to live data.  The Service Provider maintains 36 months of data in the live database to ensure information required for day-to-day operations is readily accessible without compromising overall system performance and availability.  Data beyond 36 months will be periodically archived but may be retained upon request by the Customer and agreement by the Service Provider.

Schedule 2 – Acceptable Use Policy

Schedule 1 (Acceptable Use Policy)

1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:

(a) the use of the Service(s) made available by the Service Provider to you as a service via the internet including offline components, if any (the "Service"); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Service including its email and text messaging communication tools, correspondence files, stored photos, logos etc ("Content").

1.2 References in this Policy to "you" are to any customer for the Service and any individual user of the Service and "your" should be construed accordingly; and references in this Policy to "us" are to RMS (Aust) Pty Ltd  (and "we" and "our" should be construed accordingly).

1.3 By using the Service, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you submit any Content or otherwise use the Service.

2. General usage rules

2.1 You must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service.

2.2 You must not use the Service:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.3 You must not:

(a) attempt to undermine the security or integrity of RMS 's computing systems or networks or, where the Software is hosted by a third party, that third party's computing systems and networks.

(b) use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or impair the ability of any other user to use the Software or Website.

(c) attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted.

(e) attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted.

(f) modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation.

2.4 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) be in contempt of any court, or in breach of any court order;

(h) constitute a breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) constitute a breach of official secrets legislation; or

(k) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

Content must be appropriate for all persons who have access to or are likely to access the Content in question.

5. Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6. Negligent advice

6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Service to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7. Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4 You must not use the Service to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5 You must not use the Service for the purpose of deliberately upsetting or offending others.

7.6 You must not unnecessarily flood the Service with material relating to a particular subject or subject area, whether alone or in conjunction with others.

8. Marketing and spam

8.1 You must not without our written permission use the Service for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering unrelated to the use of the Software and the Service.

8.2 Content must not constitute or contain spam, and you must not use the Service to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3 You shall soley be responsible for the content of emails or SMSs sent to your distribution.  In no case can the Service Provider be held responsible in any capacity whatsoever in relation to third parties for any damage resulting from you sending emails or SMSs using the Services. 

8.4 Any use of the Services which may damage, disable or overload the Service Provider’s infrastructure or interfere with the enjoyment of the Services by other users is prohibited.  In the event of non-compliance, the Service Provider reserves the right to immediately block or limit access to the Services or any part of the Services without notice and without refund or any form of compensation.

9. Gambling

You must not use the Service for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

10. Monitoring

You acknowledge that we do not actively monitor the Content or the use of the Service.

11. Harmful software

11.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Service, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

11.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Service, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

12. Use of Data by Service Provider

12.1 To enable the Service Provider to pursue its legitimate interests, in particular relating to risk management and the evaluation of the quality of the Customer’s email mailing lists (and, for example, to avoid risks of spam, phishing or fraud), the Customer is informed and agrees that, the Service Provider may transmit data to third party providers, including providers domiciled outside the European Union, for the purpose of establishing a reliability score.  Any transmission of this data will be carried out in compliance with applicable rules.

12.2 The Customer expressly accepts that the behavior of recipients of these emails may be analysed by the Service Provider (tracking opening rates, click rates and bounce rates at the individual level) to improve the effectiveness of its emailing platform for Customer campaigns.

SAAS Terms & Conditions

Schedule 2 – Acceptable Use Policy

Schedule 1 (Acceptable Use Policy)

1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:

(a) the use of the Service(s) made available by the Service Provider to you as a service via the internet including offline components, if any (the "Service"); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Service including its email and text messaging communication tools, correspondence files, stored photos, logos etc ("Content").

1.2 References in this Policy to "you" are to any customer for the Service and any individual user of the Service and "your" should be construed accordingly; and references in this Policy to "us" are to RMS (Aust) Pty Ltd  (and "we" and "our" should be construed accordingly).

1.3 By using the Service, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you submit any Content or otherwise use the Service.

2. General usage rules

2.1 You must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service.

2.2 You must not use the Service:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.3 You must not:

(a) attempt to undermine the security or integrity of RMS 's computing systems or networks or, where the Software is hosted by a third party, that third party's computing systems and networks.

(b) use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or impair the ability of any other user to use the Software or Website.

(c) attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted.

(e) attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted.

(f) modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation.

2.4 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) be in contempt of any court, or in breach of any court order;

(h) constitute a breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) constitute a breach of official secrets legislation; or

(k) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

Content must be appropriate for all persons who have access to or are likely to access the Content in question.

5. Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6. Negligent advice

6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Service to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7. Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4 You must not use the Service to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5 You must not use the Service for the purpose of deliberately upsetting or offending others.

7.6 You must not unnecessarily flood the Service with material relating to a particular subject or subject area, whether alone or in conjunction with others.

8. Marketing and spam

8.1 You must not without our written permission use the Service for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering unrelated to the use of the Software and the Service.

8.2 Content must not constitute or contain spam, and you must not use the Service to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3 You shall soley be responsible for the content of emails or SMSs sent to your distribution.  In no case can the Service Provider be held responsible in any capacity whatsoever in relation to third parties for any damage resulting from you sending emails or SMSs using the Services. 

8.4 Any use of the Services which may damage, disable or overload the Service Provider’s infrastructure or interfere with the enjoyment of the Services by other users is prohibited.  In the event of non-compliance, the Service Provider reserves the right to immediately block or limit access to the Services or any part of the Services without notice and without refund or any form of compensation.

9. Gambling

You must not use the Service for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

10. Monitoring

You acknowledge that we do not actively monitor the Content or the use of the Service.

11. Harmful software

11.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Service, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

11.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Service, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

12. Use of Data by Service Provider

12.1 To enable the Service Provider to pursue its legitimate interests, in particular relating to risk management and the evaluation of the quality of the Customer’s email mailing lists (and, for example, to avoid risks of spam, phishing or fraud), the Customer is informed and agrees that, the Service Provider may transmit data to third party providers, including providers domiciled outside the European Union, for the purpose of establishing a reliability score.  Any transmission of this data will be carried out in compliance with applicable rules.

12.2 The Customer expressly accepts that the behavior of recipients of these emails may be analysed by the Service Provider (tracking opening rates, click rates and bounce rates at the individual level) to improve the effectiveness of its emailing platform for Customer campaigns.

Online Terms & Conditions

The following terms and conditions, as may be amended from time to time, shall apply to all RMS booking services provided directly or indirectly (through partners) that are made available online, through any mobile device, by email or telephone (“RMS Online”)

These terms and conditions apply to both:

1.      The provider of accommodation (“Accommodation Provider”) (e.g. hotel, motel, apartment, workforce camp, facility operator and any other related product or service that can be reserved/booked using RMS Online), and 

2.     The consumer/guest (“Guest”) who uses RMS Online to place a reservation/booking or makes a purchase that may include processing a payment. 

3.     RMS Online distributes the Accommodation Provider rate, inventory and availability information supplied by each Accommodation Provider to online sales platforms chosen by the Accommodation provider.
RMS Online acts solely as an intermediary between the Accommodation Provider and the online sales platforms.
RMS Online receives reservation/booking information from those online distribution platforms.
RMS Online does not accept any liability for unavailability of rooms or other products/services caused by the Accommodation Provider over-selling their own available inventory. 

4.     When rendering our services, the information that RMS Online discloses to the online sales platforms is the sole responsibility of the Accommodation Provider. 

Although RMS Online uses reasonable skill and care in performing its services it does not verify if, and cannot guarantee that, all information is accurate, complete or correct. 

Each Accommodation provider remains responsible at all times for the accuracy, completeness and correctness of the (descriptive) information (including the rates and availability).

RMS Online is not responsible for (and disclaims any liability) for the use, validity, quality, suitability, fitness and due disclosure of the accommodation, product or service that is the subject of the reservation/booking and makes no representations, warranties or conditions of any kind in this respect, whether implied, statutory or otherwise, including any implied warranties of merchantability, title, non-infringement or fitness for a particular purpose. You acknowledge and agree that the relevant Accommodation Provider is solely responsible and assumes all responsibility and liability in respect of the reservation/booking (including any warranties and representations made by the Accommodation Provider). RMS Online is not a (re)seller of the accommodation, product or service that is the subject of the reservation/booking. Complaints or claims in respect of the reservation/booking (including related to the offered (special/promotion) price, policy or specific requests made by Customers) are to be dealt with by the accommodation Provider. RMS Online is not responsible for and disclaims any liability in respect of such complaints, claims and (product) liabilities.

5.     Cancellation and no-show penalties and any other fees or policies relating to changes to reservations/bookings received are determined by and are the responsibility of the Accommodation Provider.

6.     To the extent permitted by law, neither RMS Online or any of our officers, directors, employees, representatives, subsidiaries, affiliated partners, licensee, agents shall be liable for any:

(i) any punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, 

(ii) any inaccuracy relating to the (descriptive) information (including rates, availability and ratings) of the accommodation, products or services as provided by the Accommodation Provider,

(iii) the services rendered or the products offered by the Accommodation Provider or other business partners,

(iv) any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by the Accommodation Provider or Guest, pursuant to, arising out of or in connection with the use, inability to use or delay of RMS Online, 

(v) any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by the Accommodation Provider or Guest, whether due to (legal) acts, errors, breaches, (gross) negligence, willful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to the accommodation or any of our other business partners (including any of their employees, directors, officers, agents, representatives or affiliated companies) whose products or service are (directly or indirectly) made available, offered or promoted by RMS Online or the Accommodation Provider, including any service referrals, cancellation, overbooking, strike, force majeure or any other event beyond our control.

7.     Bookings received through RMS Online from Guests are received on behalf of the Accommodation Provider.

The Accommodation Provider has sole responsibility for delivery of the services being booked by the guest and the Accommodation Provider fully indemnifies RMS Online for default by the Accommodation Provider.

8.     Guests, by using RMS Online (e.g. by making a reservation/Booking), enter into a direct (legally binding) contractual relationship with the Accommodation Provider with which you make a reservation/booking or purchase a product or service (as applicable). From the point at which you make your reservation/booking, we act solely as an intermediary between you and the Accommodation Provider, transmitting the relevant details of your reservation/booking to the relevant Accommodation Provider(s).

9.     Guests, in order to duly complete and secure your reservation/booking, you need to use your correct information that may include email address or phone number. We are not responsible or liable for (and have no obligation to verify) any wrong or misspelled email address or inaccurate or wrong (mobile) phone number or credit card number.

10.  Guests, by using RMS Online you are consenting to us sending you communication in the form of an email or text message either for and on behalf of RMS Online (including any service partner) or the Accommodation Provider.  The communication (i) may be sent prior to your arrival giving information on your destination, (ii) may be sent at any time providing you with certain information and offers (including references or links to Accommodation Provider offers and third party offers and services to the extent, where required, that you have actively opted for this information), (iii) may be sent after arrival to rate the (experience with your) Accommodation Provider or RMS Online, and (iv) may be sent to you promptly after your stay inviting you to complete a Guest review form.  In all cases Guests may at any time withdraw their consent to receive communications.

11.  RMS Online respects your privacy, please have a look at our Privacy Policy for further information.

12.  If applicable, certain Accommodation Providers may require reservations/bookings to be paid (wholly or partly as required under the payment policy of the Accommodation Provider) by means of secure online payment.   RMS Online requires the use of an approved PCI DSS compliant payment gateway whenever Cardholder data is requested from a Guest using either the RMS Online booking site or when receiving Cardholder data from online sales platforms chosen by the Accommodation provider.  Cardholder data refers specifically to the credit card number, along with cardholder name, expiration date and security code provided by the Guest to RMS Online directly or to the online sales platforms chosen by the Accommodation provider at the time the online reservation/booking is made and any payment is taken. The form in which the Guest enters Cardholder data on the RMS Online booking site is provided by the payment gateway. The Guest does not leave the RMS Online booking site, the details do not enter RMS Online and only the payment gateway sees them. The payment gateway then authorises that the card is valid and if successful processes the payment. Once the payment is processed the payment gateway drops a token into RMS Online against the Guest. RMS Online does not receive or store Cardholder data.

13.  Any payment facilitated by RMS Online will constitute a payment of, or part of, the reservation/booking price and you cannot reclaim such paid monies from RMS Online.

Guest shall not hold RMS Online liable or responsible for any charge made for or on behalf of the Accommodation Provider.

14.  Any Accommodation Provider who uses the RMS Online API to manage its own ecommerce booking platform (a “Custom Solution) is responsible for PCI DSS compliance and hereby agrees to indemnify and hold RMS Online harmless from any claims, fines, damages (including any direct, indirect, consequential or punitive damages), losses or costs suffered, incurred or paid by the Accommodation Provider or Guest, pursuant to, arising out of or in connection with the Custom Solution and use of the RMS Online API.

15.  By uploading photos/images onto our system you certify, warrant and agree that you own the copyright to the photos/images and that you agree that RMS Online may use the uploaded photos/images on its platform. You are granting RMS Online a non-exclusive, worldwide, irrevocable, unconditional, perpetual right and license to use, reproduce, display, have reproduced, distribute, sublicense, communicate and make available the photos/images as RMS Online at its discretion sees fit. By uploading these photos/images the person uploading the picture(s) accepts full legal and moral responsibility of any and all legal claims that are made by any third parties (including, but not limited to, accommodation owners) due to RMS Online publishing and using these photos/images. RMS Online does not own or endorse the photos/images that are uploaded. The truthfulness, validity and right to use of all photos/images is assumed by the person who uploaded the photo, and is not the responsibility of RMS Online. RMS Online disclaims all responsibility and liability for the pictures posted. The person who uploaded the photo warrants that the photos/images shall not contain any viruses, Trojan horses or infected files and shall not contain any pornographic, illegal, obscene, insulting, objectionable or inappropriate material and does not infringe any third party (intellectual property right, copyright or privacy) rights. Any photo/image that does not meet the aforesaid criteria will not be posted and/or can be removed/deleted by RMS Online at any time and without prior notice.

16.  These terms and conditions and the provision of our services shall be governed by and construed in accordance with Australian law. Notwithstanding the foregoing choice of law, a natural person using any of our services for a purpose which can be regarded as being outside their trade or profession (hereinafter also referred to as "consumer") can rely on the mandatory provisions of the law of the country where they have their domicile (i.e. provisions that, in accordance with the choice-of-law rules of the said country, must apply regardless of this choice-of-law clause; hereinafter: "Mandatory Provisions"). Any dispute arising out of these general terms and conditions and our services shall exclusively be submitted to the competent courts in the state of Victoria, Australia. Notwithstanding the foregoing jurisdiction clause, a consumer may also bring proceedings in respect of enforcement of relevant applicable Mandatory Provisions in the courts of the country in which they are domiciled, and proceedings against a consumer may be brought only in the courts of the country in which they are domiciled.

17.  The RMS Online service is rendered by RMS (Aust) Pty Ltd, which is a private limited liability company, incorporated under the laws of Victoria, Australia and having its offices at 116 Harrick Road, Keilor Park, Victoria 3042, Australia.

The RMS Privacy Policy was updated on 1 November, 2024.

RMS is committed to protecting and safeguarding any personal data you give us. We act in the best interests of our clients and their customers’ interest and we are transparent about our processing of your personal data.

RMS provides a subscription cloud-based Property Management System to its clients for managing accommodation bookings, front desk operations, guest billing, housekeeping, maintenance management, sales and marketing, events management, point of sale, door locking and other in-room and property access and control systems. RMS provides its clients with an Online Booking Engine to enable their customers to make bookings at their property and a Channel Management system to allow our clients to receive bookings from a large range of online travel agents and other booking services. RMS also provides its clients with integrations to other third-party services such as client loyalty programs, rate management services and business intelligence tools.

When accessing this website or providing information, you agree to our privacy practices as set out in this Privacy Policy. RMS may change this policy from time to time. Please visit this page regularly to keep up to date with our practices. If we make changes to the Privacy Policy which will have an impact on you (for example, if we intend to process your personal data for other purposes than communicated in the past in this Privacy Policy), we will notify you of these changes before these new activities begin.

This document describes how we use and process your personal data on all of the services that we provide to our clients and which our clients use when providing their services to their customers. This one Privacy Policy applies to any kind of information we collect through this website, the services we provide, or other means connected to these services (such as contacting our customer service team via telephone, the website or by email).

What kind of personal data does RMS collect and why?

RMS Clients

When our clients subscribe to our services, your personal information is collected directly from you during the sales process.  Collection of personal information can occur through other interactions including:

·  Conversations with our team members;

·  When you complete registrations, requests or application for our services;

·  When you communicate with us directly (by telephone, email or any means); and

·  When we interact with you during trade shows, masterclasses, webinars, training and special events.

RMS collects and processes personal information from its clients that is legally necessary for the performance of a contract. This includes for the purpose of being able to contact you, interact with you and verify you on any matters relating to your contract with RMS, including any need to use your information to handle and resolve legal disputes, for regulatory investigations and compliance, to enforce the RMS terms of use, the provision of customer support services, customer training, to create orders, transaction records, billing and payment and any other matters incidental to the performance of our services.

Personal information is any information that can be used to uniquely identify an individual. We may collect the following personal information from our clients: 

·  Name;

·  Business address;

·  Email address(es);

·  Telephone number(s); and

·  Payment information.

Other information which may be collected may include:

·  Your marketing preferences, including the type of marketing materials you wish to receive and the method of delivery (email, SMS), and

·  Information you provide to us via our customer service team, website, and application forms. 

Where needed under applicable law, RMS will obtain your consent prior to processing your personal data for direct marketing purposes. 

RMS will hold the personal information of our clients for a long as is necessary for the provision of the services that you subscribe for, to comply with all legal, taxation and other regularity requirements and for sales and marketing purposes both during and after the period of your subscription.

Customers of RMS Clients

RMS Clients will collect personal information of their customers using the RMS services.

RMS acts as the data processor regarding the services provided by our clients. Our clients therefore have the primary responsibility for the protection of your personal information. 

Our client’s website may use the RMS booking engine including any online booking pages provided by RMS to collect and process personal information to provide their services. Our clients may also use the RMS channel management service to receive and process personal information collected by online travel agents and other booking services.

Therefore, RMS will process on behalf of our clients, personal information of their customers including but not limited to:

·  Your name;

·  Preferred contact details, including email or social media address, home address, telephone number, and date of birth,;

·  The names of anybody travelling with you;

·  Your payment information; and

·  Any other information which you decide for yourself to submit including special requests or preferences.

Our clients’ collect and processes personal information from its customers for the performance of a contract, specifically to administer their online bookings from customers. If the required personal information is not provided, our clients cannot finalize the booking and ensure your stay with them is as enjoyable as possible. Our client’s may also use your personal information to provide customer service by informing the customer of any changes to the booking, latest deals and special offers and other products or services which they believe may be of interest to you. An RMS client may also use your personal information for the purpose of sending you a survey or for future marketing and sales activities. If you would like to find out the specific purposes that our client has collected your personal information, please refer to the privacy policy of the client or contact the property direct.

RMS also may from time to time have a need to access your personal information that has been collected and processed by our client. This will only ever occur when we are providing customer support services to our client and not for any other purpose.

Our clients may hold your personal information for as long as is reasonably necessary for the performance of the booking and for such time thereafter as they have a legal basis. In regard to any booking you have made with a client of RMS, you should consult the privacy policy of our client for the specifics of their data retention policy.

Does RMS share your data with third parties? 

RMS itself does not disclose personal information for any purpose other than our employees, contractors or service providers needing to contact our clients, and then only to the extent reasonably necessary to fulfill our obligations to our client, or to comply with government or other regulatory requirement. 

In order to support the use of the RMS services, your details may be shared with members of the RMS corporate family which act as service providers for RMS, including in relation to customer support services.

RMS may disclose personal information to third parties to comply with any court order or other legal obligation or when data is requested by government or law enforcement authorities.

RMS may use service providers to process your personal data on our behalf. This processing is for several purposes, including sending out marketing material to the email address you provided when subscribing to RMS. Third party service providers shall either be bound by:

·  Our data privacy policy or have similar obligations in relation to the storage and processing of personal information, or

·  Confidentiality clauses and are not allowed to use your personal data for other purposes than instructed by RMS.

Customer Lists:

RMS does not disclose the personal information of our clients’ customers to any third parties. 

RMS does not sell or rent personal information. 

Screenshots: 

Screen shots used in demonstrations and examples in manuals, advertising or on our website do not include the details of any real person.

Customer References:

RMS will respond to requests from potential clients by providing names of selected clients as examples of where its products are used.

If referees are requested, RMS will contact existing customers to obtain agreement before releasing contact details.

Third Party Integrations:

Different parties integrated into the RMS services in a number of ways and for various reasons. RMS acts as the data processor for our clients and any personal information disclosed by and through these integrations is done so at the direction of and is the responsibility of our client. 

How does RMS treat personal data of children?

RMS is a service provider and data processer to our clients. RMS services are not designed or directed at children. Our client’s will set their own policy for who can make a booking on the client’s website using the RMS online booking engine. An RMS client may, as part of an online booking, collect and process the information of children only as provided by the parent or guardian or with their consent. If an RMS client becomes aware that they processed information of a child without the valid consent of a parent or guardian, they may reserve the right to delete it.

International transfers of personal data

RMS may transfer your personal information to our group companies or service providers based outside of the European Economic Area (“EEA”) for the purposes described in this policy.  Personal information transferred outside the EEA will be subject to appropriate safeguards set out in the law including the use of model contract terms approved by regulators.

RMS may process and store data in the cloud using services from IBM Cloud, Microsoft Azure, and Amazon Web Services. You acknowledge that these cloud service providers may process and store personal information in a jurisdiction that may have different privacy and data security protections from those of your own jurisdiction. 

RMS Marketing

RMS will from time to time market to its clients. You have the right to ask us to stop processing your personal information for marketing purposes. You can unsubscribe from emails by clicking the unsubscribe link on the footer of the email communication you have received.  You can also exercise the right at any time by contacting us on the details set out in the “Contact Us” section of our website to amend your marketing communication preferences.

Right to review personal information

RMS Clients

RMS clients have the right to review the personal information we hold about you. You can request an overview of your personal data by emailing us to the email address stated below.  

Before providing personal information to you or another person on your behalf, we may ask for proof of identity.

If any of the personal information we hold about you is inaccurate or out of date, you may ask us to correct it.

We rely on you to ensure that your personal data is complete, accurate and current. Please do inform us promptly of any changes to or inaccuracies of to your personal data. 

You have the right to object to us processing your personal information or to delete your personal information or have its processing restricted in certain circumstances.

Customers of RMS Clients

 The rights of customers of RMS Client’s to review the personal information our client holds about you, to amend the personal information, to restrict the processing of the personal information and to delete your personal information is governed by regulations in place in your jurisdiction and the privacy policy of the RMS Client. 

Please contact the property direct and/or the relevant regulator if you have any queries in this regard.

RMS as the service provider and data processor has provided functionality to our clients to review customer personal information, restrict certain processing and to delete the personal information.  The use of that functionality is the responsibility of the RMS client who is the controller of that data.

RMS is also able to provide our clients with functionality where you may view the personal information held about you and make corrections to your personal information yourself.

Where your personal information is processed by an RMS client on the basis of your consent, you may be entitled to withdraw that consent at any time subject to applicable law. Moreover, where an RMS client processes your personal data based on legitimate interest or the public interest, you may, subject to applicable law have the right to object at any time to that use of your personal data when no opt-out mechanism is available to you. 

Please contact the property direct and/or the relevant regulator if you have any queries in this regard.

Security

RMS has implemented reasonable measures designed to secure personal information from accidental loss from unauthorized access, use, alteration and disclosure. RMS encrypts data in transmission and at rest, and all access to computer hardware containing personal information is password protected. Staff access to personal information is given on a need to know basis only.

RMS Clients have access to their customers’ personal information. RMS Clients are the data controllers for their data.  RMS is not responsible for the security standards of RMS Client’s. RMS services provide the client with functionality to restrict access to data. 

If you have any questions relating to security at an RMS client please contact the property direct.

Internet Transmission

No data transmission over the Internet can be guaranteed to be secure. While RMS will endeavour to protect customer information, it cannot guarantee the security of any information any person may transmit when they access its website.

Even though RMS encrypts data transmitted over the Internet, it still cannot guarantee data transmitted cannot be unencrypted by persons with nefarious intentions. Nonetheless, the likelihood of this occurring is extremely low.

Remote Access

Remote access to customers’ databases is needed to provide an efficient and rapid response to requests for assistance.

RMS staff will only connect to a customer’s data with the full knowledge of the customer and will advise when connection is terminated.

Cookies

Cookies may be placed on your computer or internet-enabled device whenever you visit RMS online booking pages. This allows the site to remember your computer or device and serves a number of purposes. Although most browsers automatically accept cookies, you can choose whether or not to accept cookies via your browser’s settings (often found in your browser’s Tools or Preferences menu). 

You may also delete cookies from your device at any time. However, please be aware that if you do not accept cookies, you may not be able to fully experience some of the features. Cookies by themselves do not tell us your email address or otherwise identify you personally.

Cookies are only used by online booking pages provided by RMS to improve the online booking process. By remembering the preferences of visitors to the online booking pages RMS streamline the reservation process.

Cookies are used for no other process and the information pertaining to them are not shared with any other person or entity.

Complaints

If you have any questions regarding this policy, or if you think your privacy has been breached, please email us at privacyofficer@rmscloud.com.

Our team members will acknowledge receipt of your complaint within 72 hours, and will normally respond to your request within 10 business days. If your complaint is complicated or requires further investigation our response may take additional time to finalise.

We will respond to you by email or telephone.

RMS Member Companies

This Privacy Policy applies to the following: 

·  RMS Global Pty Ltd, a company registered in Australia.

·  RMS (Aust) Pty Ltd, a company registered in Australia.

·  RMS Europe Ltd, a company registered in the United Kingdom.

·  RMS Cloud North America LLC, a company registered in Delaware, United States.

·  RMS Hospitality Pte Ltd, a company registered in Singapore.

·  RMSCloud Software Private Ltd, a company registered in India.

·  RMS International FZE, a company registered in United Arab Emirates

Change of Ownership

In the event of a Change of Ownership which uses RMS Property Management Software, we require both the outgoing and incoming owners to complete and sign the Change of Ownership form.  

To download a copy of the form please Click Here

If you need any assistance, please contact RMS Accounts Department on (03) 8399 9462

Please return the completed form: 

• Email: accounts@rmscloud.com
  
  
• Fax: (03) 9331 7323

Payment processing services  

1. Definitions in these terms & Conditions, the following definitions shall apply:

1.2 Description of the Service 

2.1 Payment Processing  

Merchant will be using the Services via the Marketplace Platform. Marketplace is representing Merchant towards Processor with respect to Merchant’s use of the Services and Processor may assume that Marketplace is authorised and mandated by Merchant to use the Services, submit Transactions on behalf of the Merchant and in accordance with the Merchants’ permissions and instructions which Marketplace will obtain from the Merchants.  

The Merchant is obliged to ensure all data that Processor requests to be provided for a Transaction, including those needed for fraud checks, are provided. If the Merchant fails to provide the requested data with each Transaction, Processor may be forced under the Scheme Rules to suspend Transaction processing and/or Transactions may be refused by the relevant Scheme Owners or Acquirers. Processor may revise the required data needed to process Transactions from time to time by informing Merchant via Marketplace as needed to be able to process such Transaction and conduct fraud checks under applicable Scheme Rules. Marketplace is required to (i) access Transaction level data to provide support to Merchant at the level of individual Transactions and (ii) technically manage user settings of the Merchant with respect to the Services on Merchant’s behalf (e.g. 3D Secure, fraud control settings). 

2.2 Merchant Registration and KYC Check  

In order to enable Processor to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC (‘Know Your Customer’) requirements imposed by the Scheme Owners and Acquirers, Merchant must when entering into the Merchant Agreement and thereafter on Processor’s first request provide certain information about itself and its activities (the “Registration Information”). Merchant warrants unconditionally that all Registration Information it provides is correct and up to date. 

Merchant will provide Processor with at least 3 Business Days prior written notice via Marketplace of any change of the Registration Information. Merchant will on first request from Processor provide such additional information and supporting documentation as Processor may reasonably determine to need to ensure compliance with applicable laws and regulations and Scheme Owner and Acquirer KYC requirements. Merchant agrees that Processor may run further checks on Merchant’s identity, creditworthiness and background by contacting and consulting relevant registries, government authorities and Merchant relations. Processor will process Merchant’s Registration Information in accordance with its Privacy Statement (available on www.adyen.com & https://www.rmscloud.com/commercial/privacy-policy)   

Processor’s acceptance of Merchant as user of the Services and the relevant Payment Methods is strictly personal and limited to the use by Merchant of the Services for payment of Merchant’s own products and services. Merchant may not use the Services to facilitate the payment for products or services sold by third parties and therefor may not resell the Services to third parties. Merchant shall only use the Services in the pursuit of its trade, business, craft or profession. 

Support for each Payment Method is subject to acceptance by the relevant Scheme Owner or Acquirer used by the Scheme Owner, which such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any time. Merchant hereby authorizes Processor to submit Registration Information received from Merchant to the relevant Scheme Owners and Acquirers to obtain permission for providing access to their Payment Methods for Merchant. 

2.3 Payment Method Support 

Supported Payment Methods as part of the Services may change from time to time. Processor will give at least 1 month notice (through the Marketplace) of any discontinued or changed support of any Payment Method, unless this is not reasonably possible given the cause for this decision. Processor will use its reasonable endeavours to offer an alternative for any discontinued Payment Method to the Merchant.  

Merchant understands that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Processor may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner. Where possible Processor will use its reasonable efforts to give Merchant prior notice (through the Marketplace) of any such change or cancellation with respect to a Payment Method.  

2.4 3D Secure 

Processor will as part of the Services support 3D Secure authentication where supported by the relevant Scheme Owner and/or third party Acquirer. 

2.5 Payment Currency 

Processor will have the right to offer the shopper the option to use a different currency than the Order Currency, in which case the Merchant will still always receive Settlement of the Transaction amount in the Order Currency (except in case another currency is agreed or the Merchant does not make a bank account available for Settlement in the Order Currency). 

2.6 Fraud Control 

All Transactions processed as part of the Services will be screened by the Processor’s Fraud Control Tool, which performs a number of checks on a Transaction and attaches a resulting total score to the Transaction, which represents the likelihood of the Transaction being fraudulent. The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent. Marketplace will technically manage the settings of the Fraud Control Tool on behalf of the Merchant. In addition, Processor reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.  

2.7 Settlements 

Funds from the shopper charged for the validly processed Transactions of the Merchant (which are Acquired via Processor) are settled by the relevant Acquirer or the Scheme Owner to the account(s) held by the Processor. The funds Processor receives from payment service users or via another payment service provider and held in the payment processing account(s) by the Processor are safeguarded in accordance with the safeguarding requirements of The Dutch Central Bank (De Nederlandsche Bank). Processor will subsequently settle received funds directly to Merchant - withholding from the received funds the fees agreed between Marketplace and Merchant – who is the creditor of the received funds and holds sole power of disposition over such funds. The settlement is based on the binding Merchants’ settlement instructions which are submitted by Marketplace on behalf of the Merchant via Marketplace Platform. Marketplace is under no circumstances entitled to make any individual instructions towards Processor regarding the settlement of the funds.  

Processor is only obliged to provide Settlement of Transactions for which it has received settlement(s) by the Acquirer or the Scheme Owner. It is Merchant's responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time by through the Marketplace) are acceptable to the Merchant. This is specifically relevant for certain Payment Methods that are not monitored and regulated by governmental financial services authorities, such as but not limited to non-Card Scheme related prepaid cards and SMS and IVR payments. Merchant understands and agrees that Processor will not compensate Merchant for late or non-performance, insolvency or bankruptcy of the Acquirer or Scheme Owner due to which Merchant receives late Settlement or no Settlement at all for processed Transactions. 

The Processor reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback by Processor and/or the relevant Acquirer and/or Scheme Owner, until satisfactory completion of Processor's investigation, that of the relevant Acquirer or Scheme Owner or that of a third party nominated by any of these parties. Merchant will give its full co-operation to any such investigation. 

No interest will be due over amounts held by the Processor prior to Settlement of such funds to the Merchant, except in case Settlement is delayed for more than 30 days due to the intent or gross negligence of Processor. In such case interest will be due by Processor over the late Settled amount at the rate of the 3 month EURIBOR rate +2%. 

2.8 Required Data 

Merchant shall from time to time on the first request of Processor provide all required information regarding the then current actual or expected Delivery Dates for processed Transactions and estimates for the average time between Transaction Authorisation and the related Delivery Date. Further, Merchant shall provide Processor on its first request with all requested information on Merchant’s then current ability to provide the Merchant Products and Services it sells by means of the Services, its financial status, solvability and liquidity.  

2.9 Merchant Obligations and Restrictions 

Merchant may only use the Services for payment of those Merchant Products and Services which Merchant agreed with Marketplace to be offered through the Marketplace Platform. The Merchant shall not use the Services for the payment of Merchant Products and/or Merchant Services (i) where it is illegal to offer or provide these to or from the relevant country and/or (ii) which are stated in Processor's Prohibited and Restricted Products and Services List. This list may be updated in Processor’s discretion where needed to ensure legal compliance, compliance to Scheme Rules, prevent high levels of Chargebacks and/or to reduce exposure to potentially fraudulent or illegal transactions. Merchant will be informed of such updates by Marketplace. Where a published change affects a significant portion of the Merchant’s Product or Services, Merchant may terminate the Merchant Agreement by giving written notice to Processor (via Marketplace). Processors´ acceptance of Merchant as customer should not be interpreted as an advice or opinion of Processor as to the legality of Merchant’s Products and Services and/or of Merchant’s intended use of the Services therefore.  

The Services of Processor should not be used (and Transactions may not be submitted for processing) for prepaying Merchant Products and Services for which the Delivery Date is in part or in whole more than 12 months after the date the Transaction is submitted for processing. This can make Transactions more likely to be subject to Chargebacks. 

2.10 WARNING – Fines Scheme Owners 

For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and in particular the Card Schemes) can levy significant Fines. The Scheme Owners do this to protect the shoppers, Merchants and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs. Key examples of Scheme Rules which are subject to such Fines: (i) using the Payment Method for other Merchant Products and Services than for which the Merchant received express authorisation to use it for; (ii) using the Payment Method for Merchant Products and Services which are violating applicable laws; (iii) using the Payment Method for selling Merchant Products and Services for which the Scheme Owner explicitly prohibited its use (e.g. adult content, drugs, arms, gambling); (iv) using the Payment Method for the benefit of a third party / reselling the use of the Payment Method to a third party (the authorisation for Merchant to use a Payment Method is strictly personal); (v) percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level (vi) breaches of security and confidentiality obligations with respect to Payment Details (see clauses 4.1 and 4.3  for more information on this); (vii) fraudulent, misleading activities of which shoppers are the victim.  

Merchant is strongly advised to regularly review the then current Scheme Rules (made available via the Marketplace) and relevant changes to applicable laws as applicable to its Merchant Products and Services and business practices to ensure compliance to applicable Scheme Rules. Where Merchant finds the Scheme Rules (including Fine possibility) to be unacceptable, Merchant is free at any point in time to stop using the relevant Payment Method (the Scheme Rules and these terms remain applicable to previously processed Transactions for Merchant).   

Where Processor becomes aware of and/or receives any notice of a potential exposure to a Fine related to any Merchant behaviour, Merchant will on first request provide all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Processor in such situation as per these Terms and Conditions. Where possible Processor will share relevant feedback received by Merchant with the Acquirer/Scheme Owner handling the potential Fine so it can be taken into consideration by the Acquirer / Scheme Owner. 

2.11 Taxes 

Merchant agrees to defend, hold harmless and indemnify Processor from and against any value added taxes (“VAT”), goods and services tax (“GST”), turnover and other taxes or levies including penalties, interests, surcharges ("Taxes") due on any product or service of Merchant or Marketplace (including but not limited to any Transactions, Merchant Products and Merchant Services) and costs or damages related to such Taxes. Merchant shall (i) apply all reasonable efforts to ensure that Processor cannot be held liable for any Taxes and costs or damages related to such Taxes, (ii) shall promptly inform Processor of any such liability and (iii) shall provide Processor with all relevant information and documentation in that respect. Furthermore, Merchant and Marketplace shall be jointly and severally liable towards Processor for any such Taxes and costs or damages related to such Taxes. 

3. Set-Off 

Without prejudice to any right to set-off which Processor may be entitled to as a matter of law, Processor may set-off any amounts due to the Merchant against any amounts owed or other liabilities of the Merchant, now or at any time hereafter due, owing or incurred by the Merchant to Processor under, in connection to, or pursuant to the Terms and Conditions and/or the Merchant Agreement.  

4. Integration

4.1 Integration via Partner 

Merchant will integrate with the Payment Interface of Processor via the systems of Marketplace. Merchant shall set up its integration with the Payment Interface of Processor with the assistance of Marketplace as agreed between Merchant and Marketplace. Processor is not responsible for such integration but will ensure the Payment Interface is available for use by Marketplace for such purpose and will where needed provide second line support for such integration via Marketplace.  

4.2 Changes to Software 

Processor reserves the right to change or amend the Software and the interface to it at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Software. No changes will be implemented by Processor which materially reduce functionality of the Services which was explicitly committed to be provided under the Merchant Agreement, except where this is made necessary by: (i) the need to follow generally accepted changes in industry standards, (ii) changes in applicable laws or Scheme Rules, (iii) need for increased security due to security risks identified by Processor or (iv) other reasonable grounds which warrant the reduction of functionality. If Merchant is significantly impacted by a material reduction of functionality due to a change in the Software, it may terminate the Merchant Agreement by giving written notice to Processor within 1 month after Processor announced the change.  

4.3 Security of Payment Details 

Merchant guarantees not to copy, capture or intercept Payment Details such as credit card numbers, CVM Codes, ‘PIN’ codes that are provided by the shopper for payments to be processed via the Services. This rule is imposed by the Scheme Owners to protect shoppers against misuse of their Payment Details (like credit card numbers) and is strictly enforced by the Scheme Owners, and a violation of this rule can lead to the application of high Fines by the Schemes Owners. If Processor has reason to believe that Merchant is copying, capturing or intercepting Payment Details, Processor has the right to suspend processing of Transactions and Settlement. Merchant shall fully indemnify and hold Processor harmless from any losses, claims (including applied Fines by the Scheme Owners), costs or damage Processor incurs as a result of Merchant’s breach of this obligation. 

5. Merchant Communications

All first line communications with the Merchant regarding the use of the Services will run through Marketplace. Via the same communication channel, Processor will also inform Merchants of relevant changes in applicable Scheme Rules, financial laws and regulations.  

6. Service Level Agreement

6.1 Uptime Commitment Payment Interface  

The Payment Interface is the part of the Processor’s payment platform which handles the processing of Transactions on the moment the shopper initiates a payment to Merchant. Marketplace will connect Merchant to Payment Interface and Merchant will submit Transactions via this Payment Interface. Processor commits to use all commercially reasonable efforts and to setup its systems in a manner to enable an average minimum uptime of 99.9% (measured on a monthly basis) of the Payment Interface, to receive Transaction requests, excluding from uptime calculation downtime of the Payment Interface caused by acts or omissions of Merchant, Acquirers, Marketplace or Scheme Owners, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods or force majeure. Merchant is obliged to immediately notify Processor via Marketplace of any downtime of the Payment Interface which it experiences and to provide all reasonably requested co-operation in investigating and resolving any such downtime.  

Processor uses all reasonable efforts to avoid having to take the Payment Interface offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless proves necessary, Processor will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected potential Transactions for all its Merchants. Should under emergency situations (e.g. in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, Processor will use all available resources to keep the required downtime to the absolute minimum.   

6.2 Security and Compliance 

Processor shall take reasonable measures to provide a secure payment system and shall keep its systems used to provide the Services certified in accordance with the PCI-DSS security standards. 

7. Chargebacks and Refunds

7.1 Chargebacks 

Merchant shall take all reasonable steps to ensure that the Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the shopper, to avoid any Chargebacks. In case Processor has reasons to suspect that Merchant is not delivering its Merchant Services or Merchant Product on or prior to the Delivery Dates used to calculate the Uncompleted Order Amount and/or if Processor has reason to suspect that the Merchant Products or Merchant Services for which Processor processes Transactions are based on fraud, likely to cause high Chargeback volumes and/or illegal, Processor has the right to suspend Settlement of all related Transactions and/or block Authorisations therefor until Processor has been given assurances to its satisfaction that the relevant Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the shopper.  

7.2 Refunds 

Refunds will be charged as a Transaction by Processor and a Refund fee can be applied by Processor after giving prior notice to Merchant, if manual intervention is needed or additional costs are incurred by Processor to process such Refund. Processor will not execute a Refund (meaning the relevant sum will not be returned by Processor to the relevant shopper, directly or via the relevant Acquirer / Scheme Owner) in case the funds for this cannot be subtracted from the next Settlement or are not funded otherwise. Refunds are not funded by Processor from its own means. 

8. Property Rights

The property rights in the Software and other materials and all other intellectual property rights related to the Services are owned by Processor and its licensors. The Merchant Agreement does not transfer any intellectual property rights with respect thereto and only provides Merchant a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by Processor solely for the purpose of using the Services in accordance with these terms and the applicable usage instructions communicated to Merchant via the Processor website from time to time. 

9. Confidentiality, Privacy and Compliance

9.1 Confidentiality 

• All information relating to the Merchant or to Processor and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential by reason of its nature or content is considered “Confidential Information”. Each party remains the owner of all data made available to the other party. Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:
• to share Confidential Information solely with personnel and representatives of the parties (including Marketplace) which have a need to have access to such information in order to exercise rights and obligations under the Merchant Agreement; and
• to refrain from making any Confidential Information available to any third party without the prior written consent of the other party except for Processor where necessary to perform the Services.

The obligation to maintain confidentiality does not apply to information: 

• available to the general public;
• disclosed to one of the parties by a third party without any obligation of confidentiality;
• already in the possession of or known to one of the parties at the time of disclosure;
• developed independently of the Confidential Information by the other party; or
• if and to the extent to one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.

The obligation of confidentiality as described in this clause shall remain in effect also following the termination of the Merchant Agreement, regardless of the grounds for termination. 

The following data is to be considered confidential, without need for special mention: 

• all financial data;
• the any agreed Merchant specific terms and conditions in the Merchant Agreement, if applicable; and
• all user manuals, guides and any Software relating to Processor’s products and services.

9.2 Privacy 

Where Processor processes personal data while performing the Services they will act as data processor under the direction and responsibility of the Merchant and/or Marketplace in accordance with EU General Data Protection Regulation 2016/679, including any successor thereof, and applicable Dutch privacy laws. Merchant will comply with the personal data protection laws of the Merchant’s country of origin and of those countries in which the Merchant offers its goods and/or services from time to time, in particular when processing and sending personal data to Processor in the context of using the Services and submitting transactions. Both Processor and Merchant shall implement appropriate measures to protect personal data against misuse. Processor shall not use personal data processed by Processor for Merchant under the Merchant Agreement for any other purpose then providing the Services and complying with applicable laws and Scheme Rules.  

9.3 Compliance 

The Merchant’s use of the Hosted Payment Page is PCI compliant under Processor's PCI DSS certification for the Hosted Payment Pages subject to Merchant complying to these Terms and Conditions. 

9.4 Use of Services 

In accordance with Dutch laws on hacking and computer crime, the Merchant shall only use the Services for the purposes as agreed herein and shall specifically not perform or allow to be performed any actions detrimental to the security or performance of the Services without Processor’s prior written consent. 

10. Duration and Cancellation

10.1 Duration 

Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement shall be entered into for an indefinite period until it is terminated by either party by giving at least 2 months’ written notice to the other party. Such notices may be given via Marketplace by either party.  

10.2 Termination 

Merchant has the right to terminate the Merchant Agreement immediately if: 

• The Service availability in any given calendar month is less than 95%; and/or
• The SLA commitments in clause 6 are not met during 3 consecutive months.

Processor has the right to terminate the Merchant Agreement and/or stop processing or Settlement of Transactions for Merchant immediately in part or in whole if: 

• The provision of Merchant's Services/Products for which Processor provides the Service is reasonable suspected by Processor to be in breach with legislation in the country where the Merchant Services/Products are offered from or to.
• Merchant has materially changed the type of Merchant Services/Products without obtaining Processor’s prior written permission to use the Services for the new or changed types of Merchant Services/Products;
• Merchant materially breaches any of the terms of the Merchant Agreement, the Scheme Rules and/or applicable laws in the context of using the Services.
• An Acquirer or Scheme Owner demands Processor to stop or suspend providing Services to Merchant with respect to Payment Methods made available by such Acquirer or Scheme Owner to Processor.
• Processor finds there are clear indications that Merchant is or is likely to become insolvent and/or unable to provide a material part of the Merchant Products/Services. or
• The agreement the Merchant has entered into with Marketplace for the use of the services of Marketplace has been terminated or has otherwise expired and/or an event permitting a termination by Marketplace under any such agreement occurs.

11. Liability

11.1 No Liability for Third Parties 

Processor shall only be liable for its own acts or omissions and not for acts or omissions of third parties. This exclusion expressly applies to acts or omissions of Scheme Owners and Acquirers or for events or activities originating outside the systems of Processor (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the intent or gross negligence of Processor. 

11.2 Limitation of Liability 

The total liability of Processor under the Merchant Agreement towards Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to 10,000 euro. Processor shall not be liable for any special, indirect, or consequential damages (including any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name) as a result of breach of contract, tort or under any other legal theory. 

Neither Processor, Merchant nor any other party to the Merchant Agreement excludes or limits its liability under the Merchant Agreement for intent, gross negligence, death, fraud or personal injury. 

12. Indemnification 

If any claims for damages, costs and expenses are asserted against Merchant by third parties asserting that these third parties are the owner of any rights regarding the Software and/or systems of Processor, Processor shall indemnify Merchant without delay from these third-party claims, including Merchants reasonable costs of its legal defence, and offer Merchant the necessary assistance in its legal defence. 

Merchant shall indemnify and hold Processor harmless from any claim (including legal fees) brought against Processor by any third party (expressly including Scheme Owners and Acquirers and their claims for payments of Fines) as a result of Merchant’s breach of the terms of the Merchant Agreement, applicable laws and/or the Scheme Rules applying to the Payment Methods used by Merchant. 

13. General Provisions

13.1 Transfer 

Processor shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to another company in the Processor Group, i.e., a company with at least 50% the same shareholders, without the prior consent of the Merchant by providing written notice to Merchant of such transfer.  

13.2 Null Provisions 

In the event that any provision in the Merchant Agreement (including these Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including these Terms and Conditions) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable. 

13.3 Entire Agreement 

The Merchant Agreement contains all the commitments between the parties and replaces all other prior contractual commitments between the parties. No representation, warranty or undertaking given by any of the parties to any of the other parties under the Merchant Agreement shall be of any force or effect unless expressly reduced to writing and repeated in the Merchant Agreement, and all implied or prior representations, warranties and undertakings are, save to the extent expressly set out in the Merchant Agreement, expressly excluded to the fullest extent permitted by law. 

13.4 Changes to the Terms and Conditions 

Processor may revise these Terms and Conditions from time to time by giving at least 30 days written notice to the Merchant via Marketplace. If the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to Processor (such termination notice to be sent at the latest 60 days after Merchant received notice of the change). Merchant is not entitled to object to and shall not have the rights set out in this clause for any change which Processor implements in order to comply with applicable law, regulations or requirements imposed by the relevant Acquirers and/or Scheme Owners or financial regulators. For such imposed changes shorter notice periods may be applied by Processor as is need to comply with the relevant requirement. 

13.5 Changes to Fees

Our fees may be varied or adjusted upon 30 days’ notice to you.

• If there is a material change in the type or mix of card interchange presented.
• If there is a change in existing card scheme or interchange fee structure and rates.
• To reflect any increases in associated costs (or any new associated costs) from Card Schemes or regulatory bodies (such as in the case of interchange, assessments, taxes and other fees)
• You acknowledge and agree that your continued use of the service after the expiration of 30 days of notification of a change of the kind referred to in this clause will be deemed as your acceptance of the increased fees for the service or modification of the terms.

13.6 Online Contracting – written confirmation 

In case Merchant has concluded the Merchant Agreement with Processor via Marketplace’s website or via any other online means, Processor may at any time request that Merchant re-confirms its acceptance of the terms of the Merchant Agreement (including these Terms and Conditions) by means of a written document signed by an authorised representative of the Merchant. If Merchant does not comply with such request within 5 working days after receiving a request by Processor to do so (which request may be issued to Merchant via the contact email address submitted by Merchant when concluding the Merchant Agreement), Processor reserves the right to suspend part or all of the Services until Merchant has complied with such request. 

13.7 Translations 

The terms of the Merchant Agreement, including these Terms and Conditions are made available to you in English. Any other terms or disclosures made available to you regarding this Merchant Agreement in any non-English language do not form part of our agreement and are for informational purposes only.  

13.8 Applicability of Payment Services Directive 

Title 7B of Book 7 of the Dutch Civil Code (BurgerlijkWetboek) and other laws and regulations implementing Directive (EU) 2015/2366 (“PSD2”) or its predecessor, Directive 2007/64/EC ("PSD"), are not applicable to the extent it is permitted to deviate from relevant provisions in relationships with non-consumers, in accordance with Article 38 and 61 PSD2 (or Article 30 and 41 PSD).  

Where Processor provides payment services for the Merchant within the European Economic Area ("EEA") and where the shopper's payment service provider is located in the EEA, the parties hereby agree and confirm in accordance with article 62(2) of PSD2 that the Merchant shall pay the charges levied by Processor and the shopper shall pay the charges levied by his payment service provider (i.e. the ‘SHA’ (shared) principle).  

14. Settlement of disputes

14.1 Dispute Handling 

The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Merchant Agreement. This Article 14.1 is without prejudice to a party's right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties. 

14.2 Applicable Law and Jurisdiction 

The Merchant Agreement and these Terms and Conditions are solely governed by Dutch law, excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Merchant Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam the Netherlands. 

15. Specific terms in the United States and territories of the United States 

15.1 Acquiring Addendum 

For providing the Services to Merchant(s) in the U.S., Adyen will act itself as the Acquirer of record for the Card Schemes and may also (initially) leverage the acquiring license of its local acquiring partner. The Scheme Rules may require a direct contractual relationship to exist between the Merchant and the formal Acquirer. For that reason, Merchant(s) in the U.S. may be required to accept the U.S. Acquiring Addendum to acknowledge the formal Acquirer for Transactions Acquired by Adyen under the license of this formal Acquirer. Adyen will, also in case Adyen leverages the Acquiring license of a partner to provide the Services, remain fully end-to-end responsible for the provision thereof to Merchant and the principle point of contact for all Services. No separate fees will be due by Merchant to such Acquiring partner. 

16. Canada specific terms

16.1 Acquiring Addendum 

• For providing the Services to Merchant(s) in Canada, Adyen will act itself as the Acquirer of record for the Card Schemes and may also (initially) leverage the acquiring license of its local acquiring partner. The Scheme Rules may require a direct contractual relationship to exist between the Merchant and the formal Acquirer. For that reason, Merchant(s) in Canada may be required to accept the Canadian Acquiring Addendum to acknowledge the formal Acquirer for Transactions Acquired by Adyen under the license of this formal Acquirer. Adyen will, also in case Adyen leverages the Acquiring license of a partner to provide the Services, remain fully end-to-end responsible for the provision thereof to Merchant and the principle point of contact for all Services. No separate fees will be due by Merchant to such Acquiring partner.

16.2 Canadian regulatory disclosures 

The mandatory Canadian regulatory disclosures under this agreement are available at https://www.adyen.com/platform/licenses/canada-information-summary-box. 

16.3 English Language 

It is the express will of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volunté expresse des parties que cette convention et tousles documents s’y rattachant, y conpris les avis et les autre communications, soient rédigés et signés en anglais seulement.  

17. Australia specific terms

17.1 Australian disclosures 

Merchant is advised to read and consider the Combined Financial Services Guide and Product Disclosure Statement before acquiring or using the Service. The safeguarding requirements of The Dutch Central Bank (De Nederlandsche Bank) referred to in clause 2.7 above shall not apply to Transactions processed in Australia. 

 17.2 Surcharging on Payment Methods in Australia 

Merchant in Australia willnot impose a surcharge or any other fee on the relevant Payment Methods that exceeds the amount the Merchant pays for that Payment Method as a percentage of the total price.  

18. Singapore specific terms 

18.1 Singapore Safeguarding 

Services that are regulated under the Singapore Payment Services Act 2019 shall be provided by Adyen SG only. Funds which Adyen SG has received as settlement for processed payment transactions for Merchant from the relevant third party Acquirers or Scheme Owners in respect of the Service(s) that are not Settled to Merchant or any other party by the end of the same business day (“Relevant Funds”), will be deposited in bank accounts maintained with a licensed bank in Singapore held in the name of Adyen SG on trust for and on behalf of Merchant. Relevant Funds held in such trust accounts are segregated from Adyen SG's own funds and will be commingled with similar funds belonging to other merchants and held on an omnibus basis. The risks of such commingling include a shortfall attributable to such trust account (if any) being shared rateably among the merchants. Nevertheless, Adyen SG will in each case remain responsible to settle the Relevant Funds to the Merchant in accordance with the Merchant Agreement. If the licensed bank were to become insolvent, in accordance with Singapore banking laws, Merchant would rank as general unsecured creditors for any amounts owing to them. For the avoidance of doubt, the safeguarding requirements of The Dutch Central Bank (De Nederlandsche Bank) referred to in clause 2.7 above shall not apply to Transactions processed in Singapore. 

In response to the growing threat of improper use of credit cards the payment card industry formed the PCI Security Standards Council. The council has developed a set of standards (PCI DSS) for anyone who stores, processes or transmits credit card data. The primary goal of the council and the purpose of the DSS is to protect card holder’s data.

There are two elements of PCI that may relate to RMS customers where they accept credit cards as a form of payment.

The Payment Card Industry Data Security Standard (PCI DSS)

This standard stipulates the conditions under which credit card data can be processed, stored and transmitted in a way that complies with the agreement between the card issuers, the bank, and the merchant.

The PCI DSS details all aspects of business practice including, policies, security, devices such as credit card processing terminals and the environment in which they operate. Quite apart from any business information software, such as RMS, the merchant is obliged to comply with the standard. An example of not complying with the standard might include the practice of recording credit card details in a book that is left in an opened draw.

The Payment Application Data Security Standard (PA DSS)

This is a standard for a software or hardware payment application that stores, processes or transmits credit card data. A property management system such as RMS is deemed to be a payment application if it stores processes or transmits credit card data.

Instances of RMS that store credit card details are not PA DSS compliant. However, RMS can be configured and supplied in such a way that it is impossible to store credit cards in any part of the system. Neither can it process or transmit card data. Furthermore, such examples of RMS cannot be re configured by the user to allow for the storage of credit cards post installation.

By definition of the PA DSS, any application that does not store, process or transmit credit card data is out of the scope of PA DSS and is not required to comply. Customers who are seeking to establish a business environment that complies with the PCI DSS should consider using a version of RMS which has had the ability to store, process and transmit credit cards disabled. Using the nonpayment application version of RMS forms a significant part of operating a PCI DSS compliant business environment. 

It is usual business practise that under the appropriate conditions customers provide credit card data with the understanding that those details may be reused to:

• Secure a service for a later date
  
  
• Process a subsequent payment or refund
  
  
• Some other agreed reason

Through collaborations with a number of online payment gateway providers around the world RMS can provide access to a guests card data while remaining out of scope of PCI compliance requirements. This process is called tokenisation.

How it works

Credit card details are collected in three main ways:

• When a guest enters the details into the payment section of the online booking system
  
  
• When an operator collects them during a telephone call, or,
  
  
• When the guest presents a credit card at the reception desk

Tokens

A token is simply a string of data that acts like a receipt of the credit card data. It is completely innocuous and can only be used by you via the gateway. With the token you can process subsequent payments and receipts directly in the RMS account receipt screens.

Online Booking Deposits

If you opt to collect a deposit at the time the booking is made the guest will be prompted to enter their credit card details. The form in which they enter the details is hosted by the payment gateway. The guest doesn’t leave the booking site, the details do not enter RMS and only the gateway sees them. The gateway then authorises that the card is valid and if successful processes the payment.

Once the payment is processed the gateway drops a token into RMS against the guest.

Mail Order, Telephone Order Payments (MOTO)

Credit card details can be collected over the phone for the purpose of collecting a deposit or simply to secure a reservation by first creating a token. A token can be created against a guest in a reservation by using the “Create Token” feature. When this feature is activated a form which is hosted by the payment gateway appears into which the details can be entered. The details are not entered into RMS. The gateway authorises the validity of the card and if successful creates a token against the guest.

Card Present Transactions (In Store)

A token can be created against a guest similar to the process for MOTO with the added benefit of using a magnetic card reader to simplify and expedite the process. Only card reading devices that do not compromise your PCI compliant status should be used for this purpose.

For more information Click Here to access our Knowledge Base articles.

When establishing PCI compliant process and practices from a technology perspective, commercial accommodation providers need to consider both, the systems they use and the environment in which they operate.

As a system provider, RMS has the choice or providing software that complies with the Payment Application Data Security Standard (PA DSS) or staying out of the scope of PCI requirements altogether. RMS has determined that as a long term solution, the latter option provides a safer, less expensive and more robust solution. The tokenization method employed by RMS means that credit card details are never stored, transmitted or processed in RMS rendering the property owner completely out of scope of PCI.

Whilst it is relatively simple to achieve the requirements of the DSS as they apply to payment applications, it would completely ignore the environment in which it operates. Property owners who self-host RMS would find the task of maintaining a network that fully complied with the DSS almost impossible. The responsibility of data security ultimately falls on the merchant. Vulnerabilities exist even in the most secure environments where staff members have access to the network, or the server is not under constant vigilance. A breach of your security may provide open access to cardholder data despite having a PCI compliant payment application installed.

Over time the low cost per transaction incurred by using a payment gateway is far less than the ongoing cost of securing a local environment. This is not to mention the peace of mind that comes from removing the onus of card security.

RMS cloud hosted customers enjoy extremely robust data security. Nonetheless, the decision was made that responsibility for cardholder security is best managed by the industry-specific services supplied by payment gateway providers.

It is undeniable that the safest and most efficient method of providing cardholder security and complying with your merchant obligations is by use of the tokenization method.

Can I still charge against the guest credit card for unpaid incidentals or unreported damage to the room?

Yes. When you enter credit card details in RMS the details are passed to and stored with the internet payment gateway provider. RMS will retain a "token" which relates to that credit card. Each time you wish to make a payment against that credit card account all you do is process the payment in RMS as usual. RMS will send the token to the payment gateway along with the details of the sale to facilitate the payment.

Do the transaction fees apply for all credit card payments?

You need only pay the transaction fees for transactions processed via RMS. If you don't need to store the credit card details you can simply process the transaction as normal via your credit card terminal.

Can I use my existing merchant facility?

You will require an “e-commerce” merchant facility to use the tokenization process and the services of the payment gateway provider. Conditions can vary in different geographical regions. The merchant services department of your bank can assist with this matter.

Can I perform a refund or a pre-authorisation using the PCI compliant solution?

You can refund money to a credit card stored by the payment gateway provider directly from RMS.

General Terms of Use

The Guest Portal that you are accessing allows you to manage your relationship with the property you have made or wish to make accommodation bookings.

The range of services that are available to you at an individual property Guest Portal are set by the property themselves, not by RMS.  These services can include:

• Track and manage your bookings,
• Check in and check out services,
• Make secure payments,
• Communicate directly with the property through Guest Portal Messaging,
• Make new bookings at the property,
• Update and manage your profile and preferences.

Use of the RMS Guest Portal is subject to the Terms of Service set out below and the terms posted by the property available to you on the property portal. Users are required to familiarize themselves with these Terms of Service before using the Guest Portal.

Access

Access to the portal is via the booking reference provided to you by the property or via the email address you have registered with your guest profile relating to that booking at the property.

Depending on the services enabled by the property, a password may also be required, or you may be required to login in using authentication by a secure third-party website.

Rules

By using the Guest Portal you acknowledge the following:

1. You take responsibility for all transactions (new bookings, changes to existing bookings, payments etc) made under your username.
2. You take responsibility for all communication messages under your username.
3. You shall not post or transmit any data, text, or message, that is defamatory, abusive, vulgar, obscene or harassing, insulting, threatening, bigoted, hateful or racially offensive, or that could be deemed to be stalking, and that RMS shall be entitled to remove and communication messages of this nature.
4. That RMS or the property may suspend or terminate your access to all or any part of the Guest Portal if in either RMS or the property’s sole discretion you have been deemed to be in breach of the applicable terms of service.

The RMS Privacy Policy was updated on 10th May 2021

RMS is committed to protecting and safeguarding any personal data you give us. We act in the best interests of our clients and their customers’ interest and we are transparent about our processing of your personal data.

RMS provides a subscription cloud-based Property Management System to its clients for managing accommodation bookings, front desk operations, guest billing, housekeeping, maintenance management, sales and marketing, events management, point of sale, door locking and other in-room and property access and control systems. RMS provides its clients with an Online Booking Engine to enable their customers to make bookings at their property and a Channel Management system to allow our clients to receive bookings from a large range of online travel agents and other booking services. RMS also provides its clients with integrations to other third-party services such as client loyalty programs, rate management services and business intelligence tools.

What kind of personal data does RMS collect and why?

Customers of RMS Clients

RMS Clients will collect personal information of their customers using the RMS services.

RMS acts as the data processor regarding the services provided by our clients. Our clients therefore have the primary responsibility for the protection of your personal information.

Our client’s using our Guest Portal web pages and any website using the RMS booking engine to collect and process personal information to provide their services. Our clients may also use the RMS channel management service to receive and process personal information collected by online travel agents and other booking services.

Therefore, RMS will process on behalf of our clients, personal information of their customers including but not limited to:

• Your name;
• Preferred contact details, including email or social media address, home address, telephone number, and date of birth,;
• The names of anybody travelling with you;
• Your payment information; and
• Any other information which you decide for yourself to submit including special requests or preferences.

Our clients’ collect and processes personal information from its customers for the performance of a contract, specifically to administer their online bookings from customers. If the required personal information is not provided, our clients cannot finalize the booking and ensure your stay with them is as enjoyable as possible. Our client’s may also use your personal information to provide customer service by informing the customer of any changes to the booking, latest deals and special offers and other products or services which they believe may be of interest to you. An RMS client may also use your personal information for the purpose of sending you a survey or for future marketing and sales activities. If you would like to find out the specific purposes that our client has collected your personal information, please refer to the privacy policy of the client or contact the property direct.

RMS also may from time to time have a need to access your personal information that has been collected and processed by our client. This will only ever occur when we are providing customer support services to our client and not for any other purpose.

Our clients may hold your personal information for as long as is reasonably necessary for the performance of the booking and for such time thereafter as they have a legal basis. In regard to any booking you have made with a client of RMS, you should consult the privacy policy of our client for the specifics of their data retention policy.

Does RMS share your data with third parties?

RMS itself does not disclose personal information for any purpose other than our employees, contractors or service providers needing to contact our clients, and then only to the extent reasonably necessary to fulfill our obligations to our client, or to comply with government or other regulatory requirement.

In order to support the use of the RMS services, your details may be shared with members of the RMS employees who act as service providers for RMS, including in relation to customer support services.

RMS may disclose personal information to third parties to comply with any court order or other legal obligation or when data is requested by government or law enforcement authorities.

RMS may use service providers to process your personal data on our behalf. This processing is for several purposes, including notifying you of complimentary purchase opportunities from third parties to the email address you provided when using booking services provided by the RMS software. Third party service providers shall either be bound by:

• Our data privacy policy or have similar obligations in relation to the storage and processing of personal information, or
• Confidentiality clauses and are not allowed to use your personal data for other purposes than instructed by RMS.

Customer Lists:

RMS does not disclose the personal information of our clients’ customers to any third parties without consent. 

RMS does not sell or rent personal information.

Third Party Integrations:

Different parties are integrated into the RMS services in a number of ways and for various reasons. RMS acts as the data processor for our clients and any personal information disclosed by and through these integrations is done so at the direction of and is the responsibility of our client.

How does RMS treat personal data of children?

RMS is a service provider and data processer to our clients. RMS services are not designed or directed at children. Our client’s will set their own policy for who can make a booking using the Guest Portal and on the client’s website using the RMS online booking engine. An RMS client may, as part of an online booking, collect and process the information of children only as provided by the parent or guardian or with their consent. If an RMS client becomes aware that they processed information of a child without the valid consent of a parent or guardian, they may reserve the right to delete it.

International transfers of personal data

RMS may transfer your personal information to our group companies or service providers based outside of the European Economic Area (“EEA”) for the purposes described in this policy.  Personal information transferred outside the EEA will be subject to appropriate safeguards set out in the law including the use of model contract terms approved by regulators.

RMS may process and store data in the cloud using services from IBM Cloud, Microsoft Azure, and Amazon Web Services. You acknowledge that these cloud service providers may process and store personal information in a jurisdiction that may have different privacy and data security protections from those of your own jurisdiction. 

Right to review personal information

Customers of RMS Clients

The rights of customers of RMS Client’s to review the personal information our client holds about you, to amend the personal information, to restrict the processing of the personal information and to delete your personal information is governed by regulations in place in your jurisdiction and the privacy policy of the RMS Client. 

Please contact the property direct and/or the relevant regulator if you have any queries in this regard.

RMS as the service provider and data processor has provided functionality to our clients to review customer personal information, restrict certain processing and to delete the personal information.  The use of that functionality is the responsibility of the RMS client who is the controller of that data.

RMS is also able to provide our clients with functionality where you may view the personal information held about you and make corrections to your personal information yourself.

Where your personal information is processed by an RMS client on the basis of your consent, you may be entitled to withdraw that consent at any time subject to applicable law. Moreover, where an RMS client processes your personal data based on legitimate interest or the public interest, you may, subject to applicable law have the right to object at any time to that use of your personal data when no opt-out mechanism is available to you. 

Please contact the property direct and/or the relevant regulator if you have any queries in this regard.

Security

RMS has implemented reasonable measures designed to secure personal information from accidental loss from unauthorized access, use, alteration and disclosure. RMS encrypts data in transmission and at rest, and all access to computer hardware containing personal information is password protected. Staff access to personal information is given on a need to know basis only.

RMS Clients have access to their customers’ personal information. RMS Clients are the data controllers for their data.  RMS is not responsible for the security standards of RMS Clients. RMS services provide the client with functionality to restrict access to data. 

If you have any questions relating to security at an RMS client please contact the property direct.

Internet Transmission

No data transmission over the Internet can be guaranteed to be secure. While RMS will endeavour to protect customer information, it cannot guarantee the security of any information any person may transmit when they access its website.

Even though RMS encrypts data transmitted over the Internet, it still cannot guarantee data transmitted cannot be unencrypted by persons with nefarious intentions. Nonetheless, the likelihood of this occurring is extremely low.

Cookies

Cookies may be placed on your computer or internet-enabled device whenever you visit RMS online booking pages. This allows the site to remember your computer or device and serves a number of purposes. Although most browsers automatically accept cookies, you can choose whether or not to accept cookies via your browser’s settings (often found in your browser’s Tools or Preferences menu).

You may also delete cookies from your device at any time. However, please be aware that if you do not accept cookies, you may not be able to fully experience some of the features. Cookies by themselves do not tell us your email address or otherwise identify you personally.

Cookies are only used by online booking pages provided by RMS to improve the online booking process. By remembering the preferences of visitors to the online booking pages RMS streamline the reservation process.

Cookies are used for no other process and the information pertaining to them are not shared with any other person or entity.

Complaints

If you have any questions regarding this policy, or if you think your privacy has been breached, please email us at privacyofficer@rmscloud.com.

Our team members will acknowledge receipt of your complaint within 72 hours, and will normally respond to your request within 10 business days. If your complaint is complicated or requires further investigation our response may take additional time to finalise.

We will respond to you by email or telephone.

RMS Member Companies

This Privacy Policy applies to the following:

• RMS Global Pty Ltd, a company registered in Australia.
• RMS (Aust) Pty Ltd, a company registered in Australia.
• RMS Europe Ltd, a company registered in the United Kingdom.
• RMS Cloud North America LLC, a company registered in Delaware, United States.
• RMS Hospitality Pte Ltd, a company registered in Singapore.
• RMSCloud Software Private Ltd, a company registered in India.
• RMS International FZE, a company registered in United Arab Emirates

The RMS Privacy Policy was updated on 10th May 2021

RMS is committed to protecting and safeguarding any personal data you give us. We act in the best interests of our clients and their customers’ interest and we are transparent about our processing of your personal data.

RMS provides a subscription cloud-based Property Management System to its clients for managing accommodation bookings, front desk operations, Owner billing, housekeeping, maintenance management, sales and marketing, events management, point of sale, door locking and other in-room and property access and control systems. RMS provides its clients with an Online Booking Engine to enable their customers to make bookings at their property and a Channel Management system to allow our clients to receive bookings from a large range of online travel agents and other booking services. RMS also provides its clients with integrations to other third-party services such as client loyalty programs, rate management services and business intelligence tools.

What kind of personal data does RMS collect and why?

Customers of RMS Clients

RMS Clients will collect personal information of their customers using the RMS services.

RMS acts as the data processor regarding the services provided by our clients. Our clients therefore have the primary responsibility for the protection of your personal information.

Our client’s using our Owner & Guest Portal web pages and any website using the RMS booking engine to collect and process personal information to provide their services. Our clients may also use the RMS channel management service to receive and process personal information collected by online travel agents and other booking services.

Therefore, RMS will process on behalf of our clients, personal information of their customers including but not limited to:

• Your name;
• Preferred contact details, including email or social media address, home address, telephone number, and date of birth,;
• The names of anybody travelling with you;
• Your payment information; and
• Any other information which you decide for yourself to submit including special requests or preferences.

Our clients’ collect and processes personal information from its customers for the performance of a contract, specifically to administer their online bookings from customers. If the required personal information is not provided, our clients cannot finalize the booking and ensure your stay with them is as enjoyable as possible. Our client’s may also use your personal information to provide customer service by informing the customer of any changes to the booking, latest deals and special offers and other products or services which they believe may be of interest to you. An RMS client may also use your personal information for the purpose of sending you a survey or for future marketing and sales activities. If you would like to find out the specific purposes that our client has collected your personal information, please refer to the privacy policy of the client or contact the property direct.

RMS also may from time to time have a need to access your personal information that has been collected and processed by our client. This will only ever occur when we are providing customer support services to our client and not for any other purpose.

Our clients may hold your personal information for as long as is reasonably necessary for the performance of the booking and for such time thereafter as they have a legal basis. In regard to any booking you have made with a client of RMS, you should consult the privacy policy of our client for the specifics of their data retention policy.

Does RMS share your data with third parties?

RMS itself does not disclose personal information for any purpose other than our employees, contractors or service providers needing to contact our clients, and then only to the extent reasonably necessary to fulfill our obligations to our client, or to comply with government or other regulatory requirement.

In order to support the use of the RMS services, your details may be shared with members of the RMS employees who act as service providers for RMS, including in relation to customer support services.

RMS may disclose personal information to third parties to comply with any court order or other legal obligation or when data is requested by government or law enforcement authorities.

RMS may use service providers to process your personal data on our behalf. This processing is for several purposes, including notifying you of complimentary purchase opportunities from third parties to the email address you provided when using booking services provided by the RMS software. Third party service providers shall either be bound by:

• Our data privacy policy or have similar obligations in relation to the storage and processing of personal information, or 
• Confidentiality clauses and are not allowed to use your personal data for other purposes than instructed by RMS.

Customer Lists:

RMS does not disclose the personal information of our clients’ customers to any third parties without consent. 

RMS does not sell or rent personal information.

Third Party Integrations:

Different parties are integrated into the RMS services in a number of ways and for various reasons. RMS acts as the data processor for our clients and any personal information disclosed by and through these integrations is done so at the direction of and is the responsibility of our client.

How does RMS treat personal data of children?

RMS is a service provider and data processer to our clients. RMS services are not designed or directed at children. Our client’s will set their own policy for who can make a booking using the Owner or Guest Portal and on the client’s website using the RMS online booking engine. An RMS client may, as part of an online booking, collect and process the information of children only as provided by the parent or guardian or with their consent. If an RMS client becomes aware that they processed information of a child without the valid consent of a parent or guardian, they may reserve the right to delete it.

International transfers of personal data

RMS may transfer your personal information to our group companies or service providers based outside of the European Economic Area (“EEA”) for the purposes described in this policy.  Personal information transferred outside the EEA will be subject to appropriate safeguards set out in the law including the use of model contract terms approved by regulators.

RMS may process and store data in the cloud using services from IBM Cloud, Microsoft Azure, and Amazon Web Services. You acknowledge that these cloud service providers may process and store personal information in a jurisdiction that may have different privacy and data security protections from those of your own jurisdiction. 

Right to review personal information

Customers of RMS Clients

The rights of customers of RMS Client’s to review the personal information our client holds about you, to amend the personal information, to restrict the processing of the personal information and to delete your personal information is governed by regulations in place in your jurisdiction and the privacy policy of the RMS Client. 

Please contact the property direct and/or the relevant regulator if you have any queries in this regard.

RMS as the service provider and data processor has provided functionality to our clients to review customer personal information, restrict certain processing and to delete the personal information.  The use of that functionality is the responsibility of the RMS client who is the controller of that data.

RMS is also able to provide our clients with functionality where you may view the personal information held about you and make corrections to your personal information yourself.

Where your personal information is processed by an RMS client on the basis of your consent, you may be entitled to withdraw that consent at any time subject to applicable law. Moreover, where an RMS client processes your personal data based on legitimate interest or the public interest, you may, subject to applicable law have the right to object at any time to that use of your personal data when no opt-out mechanism is available to you. 

Please contact the property direct and/or the relevant regulator if you have any queries in this regard.

Security

RMS has implemented reasonable measures designed to secure personal information from accidental loss from unauthorized access, use, alteration and disclosure. RMS encrypts data in transmission and at rest, and all access to computer hardware containing personal information is password protected. Staff access to personal information is given on a need to know basis only.

RMS Clients have access to their customers’ personal information. RMS Clients are the data controllers for their data.  RMS is not responsible for the security standards of RMS Clients. RMS services provide the client with functionality to restrict access to data. 

If you have any questions relating to security at an RMS client please contact the property direct.

Internet Transmission

No data transmission over the Internet can be guaranteed to be secure. While RMS will endeavour to protect customer information, it cannot guarantee the security of any information any person may transmit when they access its website.

Even though RMS encrypts data transmitted over the Internet, it still cannot guarantee data transmitted cannot be unencrypted by persons with nefarious intentions. Nonetheless, the likelihood of this occurring is extremely low.

Cookies

Cookies may be placed on your computer or internet-enabled device whenever you visit RMS online booking pages. This allows the site to remember your computer or device and serves a number of purposes. Although most browsers automatically accept cookies, you can choose whether or not to accept cookies via your browser’s settings (often found in your browser’s Tools or Preferences menu).

You may also delete cookies from your device at any time. However, please be aware that if you do not accept cookies, you may not be able to fully experience some of the features. Cookies by themselves do not tell us your email address or otherwise identify you personally.

Cookies are only used by online booking pages provided by RMS to improve the online booking process. By remembering the preferences of visitors to the online booking pages RMS streamline the reservation process.

Cookies are used for no other process and the information pertaining to them are not shared with any other person or entity.

Complaints

If you have any questions regarding this policy, or if you think your privacy has been breached, please email us at privacyofficer@rmscloud.com.

Our team members will acknowledge receipt of your complaint within 72 hours, and will normally respond to your request within 10 business days. If your complaint is complicated or requires further investigation our response may take additional time to finalise.

We will respond to you by email or telephone.

RMS Member Companies

This Privacy Policy applies to the following:

• RMS Global Pty Ltd, a company registered in Australia.
• RMS (Aust) Pty Ltd, a company registered in Australia.
• RMS Europe Ltd, a company registered in the United Kingdom.
• RMS Cloud North America LLC, a company registered in Delaware, United States.
• RMS Hospitality Pte Ltd, a company registered in Singapore.
• RMSCloud Software Private Ltd, a company registered in India.
• RMS International FZE, a company registered in United Arab Emirates

This statement, pursuant to s54(1) of the Modern Slavery Act 2015 (UK), sets out RMS Cloud’s policy, commitment and actions taken to ensure that slavery and human trafficking are not taking place in any part of our business or supply chain over the financial year ending 30 June 2021. RMS Cloud also welcomes the introduction of the Australian Modern Slavery Act 2018 (Cth), which came into effect in 2019. RMS Cloud’s employees, directors, agents, contractors and others who represent our business must respect and support human rights. As part of our commitment to identify and mitigate risks associated with modern slavery we:

• Consider any potential risk areas when taking on new suppliers • Regularly review our existing suppliers for potential risk • Protect whistleblowers • Make key personnel and business unit leaders aware of the risk areas associated with third party contracted labour and risk indicators of modern slavery • Make key personnel and business unit leaders aware of the severity of impact on the individual of modern slavery

RMS Cloud Structure, Operations and Supply Chain 

RMS Cloud is headquartered in Melbourne, Australia, with sales and marketing hubs in the UK, US, Singapore, China, India and UAE. RMS Cloud employs all its staff directly at those locations and is directly responsible for and is directly able to oversee hiring and working practices. RMS Cloud internal governance states that forced, bonded or indentured labour, involuntary prison labour, slavery or trafficking of persons shall not be used within RMS Cloud business units or within its supply chain. There shall be no unreasonable restrictions on workers’ freedom of movement or unreasonable restrictions on entering or exiting RMS Cloud facilities. All workers must be provided with a written employment agreement in their native language that contains a description of terms and conditions. All work is voluntary, and workers shall be free to leave their work at any time or terminate their employment. Workers shall not be denied access to their identity immigration documents unless such holding is required by law. Workers shall not be required to pay employers’ or agents’ recruitment fees or other related fees for their employment. RMS Cloud’s principal supply chain vendors are Microsoft Azure, and AWS. RMS Cloud has inspected Microsoft Azure and AWS' policies and has confirmed to our satisfaction that the same commitment to sustainable social responsibility exists at Microsoft Azure and AWS and in their supply chains and that they pursue the highest standards of corporate responsibility. Microsoft’s membership in the Electronic Industry Citizenship Coalition (EICC) requires Microsoft to ensure its global policies and practices are aligned with EICC. These policies and practices are consistent with the RMS Cloud’s governance statement above. RMS Cloud has introduced a policy of seeking confirmation from other suppliers in its supply chain where potential risk has been identified by employees, directors or agents.

RMS User Licence holders enjoy the following privileges:

The following is a list of Subprocessors used by RMS as defined by the Standard Contractual Clauses pursuant to European data privacy regulations.   

RMS updates this list at least annually:

The General Data Protection Regulation (GDPR) is a regulation in European Union (“EU”) law on data protection and privacy for all individuals within the EU. The GDPR, will replace the Data Protection Act 1998, and aims to simplify the regulatory environment by unifying the regulation within the EU. It imposes new regulations for organisations who engage with individuals’ in the EU, expands individuals’ rights with respect to the processing of their personal data and mandates data security measure appropriate to the risk of personal data. 

GDPR applies to any organisation that does business with citizens of the EU and European Economic Area (“EA”), and provides for two key areas with which organisations need to comply:

Consent: Provides greater rights and controls for individuals in the EU as to how their personal data is used

Accountability: Provides for greater accountability and the need for transparency across all organizations (effectively being able to demonstrate compliance with GDPR).

The primary obligation for compliance and the ability to demonstrate compliance with the six key principles that govern GDPR lies with the “Data Controller” (the organization dealing with the data subject, and in the case of RMS, the properties that use our software) 

Visit gdpr.eu for more information.

Read the RMS Data Processing Agreement

Read the RMS Data Processing Agreement

R.M.S. (AUST) PTY LTD
ABN: 63 003 134 243

NF Certification, which is granted by an unbiased and neutral organization, verifies that products and services comply with national, European, and international standards and regulations, including technical specifications for enhanced quality assurance.

The specific criteria that must be fulfilled for each product or service category are outlined in the relevant NF certification document, which is validated by stakeholders in the relevant industry. Certification of products and services is not mandatory, as it is a voluntary choice made by manufacturers and service providers.

By obtaining NF Certification, professionals can effectively showcase their expertise, while consumers can make purchases confidently and without worry.

NF Certification - Web, Category B 2024
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