THIS AGREEMENT commence the _________________
CGS Infotech, Inc 501 Silverside Rd, Suite 105, Wilmington, DE 19809 USA (“the Company”).
A. The Company has developed an international Hotel Reservations System that operates under the name SellVEL Reservation System (“SellVEL”) and is a division of CGS Infotech, Inc (“CGS”).
B. The Company has agreed that Hotel(s) can use SellVEL Reservation System for Internet Reservations.
IT IS AGREED AS FOLLOWS:
In this agreement (which expression shall be deemed to include the Schedules):
1.1 Unless inconsistent with the context the following expressions have the following meanings:
means online Internet reservation software
means the annual membership fees from each Member (as hereinafter defined) to the Company;
means reservations not cancelled through the source system by 2200 hrs on the day of arrival;
means the Reservation Fee paid by Hotel(s) to the Company
C. RELATIONSHIP OF THE SYSTEM USER & CGS:
This Agreement is not intended to create, nor should it be constructed as creating, an agency, joint venture, partnership or employer-employee relationship between the Company and Hotel(s). The Company and Hotel(s) shall act solely as independent contractors and none of them shall have the right to act for or sign the name of or bind any other party. Nor to represent that any other party is in any way responsible for its acts or commissions.
The name list of the properties using this service within the scope of this Agreement is listed in Exhibit A and shall be updated from time to time.
2. COMPANY’S OBLIGATIONS
The Company hereby undertakes with Hotel(s) that it/they will at all times during the membership:
2.1 Use its best efforts to maintain SellVEL reservation engine functional and operational.
2.2 Use its best efforts to secure that “SellVEL” is maintained and enhanced to a high competitive standard.
2.3 The company does not guarantee any specific service level agreement or performance criterion.
2.4 The company does not take responsibility for handling of guest’s credit card and personal information and compliance with PCI-DSS rules. It will be solely the responsibility of the hotel to protect the CC and other information of the guests.
2.5 The company cannot be held accountable for non-performance of SellVEL reservation engine or any other technical issues as the software is hosted on 3rd party server in Florida, USA.
3. OBLIGATIONS OF THE HOTEL(s)
3.1 The Hotel(s) shall:
3.1.1 Follow the contractual rules of the SellVEL Reservation System Agreement
3.1.2Be responsible for the commission payments.
3.2Hotel(s) shall pay to the Company all Fees in accordance with clause 5.
3A.1 Hotel(s) agrees to indemnify and hold harmlessly the Company from any loss, damage
4. SellVEL RESERVATION SERVICES:
4.1 The name “SellVEL” shall be exclusive to the Company and the users so long as they remain Users. In the event of Hotel(s) leaving the Company, they shall as soon as reasonably practical remove the name “SellVEL” from its marketing literature.
5.1Hotel(s) shall pay the Company a one-time initiation and SellVEL Integration fees of US$ 950.
5.2 Hotel(s) shall pay to the Company, annually in advance, the following Software Maintenance charges per Hotel: US $ 950 per year
5.3 Hotel(s) shall pay to the Company the following Reservation Fees:
5.3.1 SMF Fees - Internet Fees on Arrived Business: US $ 5 per booking
5.3.2 RRC Fees – 10 % of the booking amount
5.4 All Payments are due on receipt of invoice. Interest will be charged on late payments (older than 21 days) at the rate of 2.0 per cent per month. A Bank reference or a deposit may be required at any time.6.1 This Agreement shall terminate:
6.1.1 If any of the parties have given notice in writing 1 month in advance to leave SellVEL Reservation System.
6.1.2In respect of any party, if that party goes into liquidation or if a receiver is appointed in respect of the whole or any part of its assets.
6.1.3The hotel will immediately pay the applicable commission if it decides to terminate the contract.
This Agreement embodies the entire understanding between the parties in relation to the Company and there are no promises, terms, conditions or obligation’s oral or written expressed or implied other than those contained herein, but to the extent that there may be, this Agreement supersedes all prior agreements whether verbal, written expressed or implied.
8.1The decision of a single arbitrator whose appointment is to be agreed by both parties. The parties agree to be bound by the decision of the Arbitrator.
9. PROPER LAW AND JURISDICTION
9.1 This Agreement shall be governed by and interpreted in accordance with laws of Delaware.
IN WITNESS whereof this Agreement has been entered into the day and year first above written.