Pattern Hotelier Service Agreement
THIS SERVICES AGREEMENT including its schedules (“Agreement”) is made on the date stated in Schedule One (“Effective Date”) BETWEEN Pattern Insurance Services, Inc whose address is at 150 Forrest Ave, Palo Alto, CA 94301 (“PATTERN”); and Hotelier whose legal name and details are described in the application form they submitted in accepting these terms and conditions (“Hotelier”). Each a “Party” and together the “Parties”.
Recitals: PATTERN has partnered and integrated with a third party CRS provider which, at the date hereof, the Hotelier is also integrated with (“CRS Provider”) to make its products available to those of its customers who access and use the CRS Provider’s platform (“CRS Platform”) and accordingly shall, following the signature by the Hotelier of this Agreement, allow the Hotelier to access the Products as from the CRS Platform including upon the terms set out in this Agreement.
In this Agreement and the Recitals:
Affiliate means a company owned by, or under the common ownership of another company such that they are in the same group of companies with each other (and for such purposes, a “Pattern Affiliate” means an Affiliate of PATTERN).
Business Day means a day that is not a Saturday, Sunday or public, federal or state holiday in the country in which the Services are initiated by PATTERN or the Pattern Affiliate, unless otherwise agreed in writing and incorporated into this Agreement.
Confidential Information means information received or accessed by one Party from the other Party in connection with this Agreement which is designated ‘confidential’, is by its nature confidential, or which a Party knows or reasonably ought to know is confidential.
Consumer means a person who is purchasing Products for their own use via the Hotelier or PATTERN (or Pattern Affiliate) as applicable.
Contract Year means a period of 12 consecutive months commencing from the Effective Date and thereafter a period of 12 consecutive months commencing from the end of the previous Contract Year.
Data Protection Legislation: means, as applicable, all data protection and privacy laws and regulations which apply in the Territories to a Party and to the extent that a Party is processing personal data, on behalf of the other Party, the Parties agree that they will comply with data protection and privacy laws and regulations in that Territory under the terms of the data processing agreement as is found at www.patterninsurance.com/dataprocessing, and for such purposes “personal data”, “data breach”, highly sensitive personal “information”, “data processor” and “data controller” shall be interpreted according to Data Protection Legislation.
Fees means the fees payable by PATTERN to the Hotelier, all as set out in Schedule 1.
Go-Live means the first date on which PATTERN advises the Hotelier that PATTERN Products are actually available for booking in Production mode in the Selling Point of the Hotelier.
Gross Non-Insurance Premium means the Net Premium paid by the Consumer for the non-insurance Product(s), plus any applicable Tax.
Gross Insurance Premium means the Net Premium paid by a Consumer for the insurance Product(s) plus any applicable Tax.
Insolvency Event means, in respect of a Party, if that Party becomes insolvent or bankrupt (or otherwise enters into any equivalent arrangement) or unable to pay its debts within the meaning of applicable laws in the jurisdiction in which it is domiciled or makes a petition in respect of any of the foregoing.
Insurance Provider means a third-party insurance provider, producer or broker for whom PATTERN, or a Pattern Affiliate, are an appointed broker, producer or representative and who provides the insurance for the applicable insurance related Products.
Net Premium means the price of the relevant Product prior to calculating applicable Tax on that Product, as notified by PATTERN to the Hotelier.
Products means the insurance and/or non-insurance products that are created for the Hotelier or Hotelier Affiliate by PATTERN or the Pattern Affiliate, as further described and shown from time to time in any applicable Territory according to the Product Description.
Product Description means the description of the Products, the cancellation policy and the claims handling and applicable contact details, all as described from time to time at www.patterninsurance.com/hotelierproducts
Selling Point means the location within the Hotelier customer journey where the Products (or group of Products) are actually offered to the Consumer for purchase as described in Schedule 1.
Services means the services provided by PATTERN (or a Pattern Affiliate) under this Agreement, consisting of making the Products available for the Hotelier’s Consumers to book through the Selling Point.
Tax means any and all sales tax, imposts, duties and insurance and other related taxes.
Term means the term of this Agreement, as stated in Schedule 1.
Territory means the state, country or territory(ies) in which the Hotelier may receive the Services, as are described in Schedule 1 or as PATTERN may otherwise specify from time to time.
2. TERM AND PROVISION OF PRODUCTS
2.1 This Agreement commences on the Effective Date and continues for the Term unless terminated earlier in accordance with section 8 or Schedule 1.
2.2 PATTERN (or the Pattern Affiliate) will enable the provision of the Products to the Hotelier (or Affiliate of the Hotelier, as stated in Schedule 1 or in any other document agreed between the Parties) from the Go-Live provided that the ability of the Hotelier to actually access the Products and collect any monies from them shall only be for so long as the Hotelier can access and make use of the CRS Platform.
2.3 Where a Pattern Affiliate is providing the Products then these terms and conditions shall apply as between that Pattern Affiliate and the Hotelier (or Hotelier Affiliate).
2.4 PATTERN and the Pattern Affiliates will regularly look at optimizing the Product portfolio to make the best and most appropriate Products available to the Consumer taking into account market conditions and the legal and regulatory environment. The available Product portfolio can be found at www.patterninsurance.com/hotelierproducts, as updated by PATTERN from time to time. In the event that PATTERN (or a Pattern Affiliate) is required to withdraw a Product, PATTERN (or the Pattern Affiliate) shall use commercially reasonable endeavours to find a substitute to such Product with a replacement that the Hotelier (acting reasonably) deems suitable, and if substitution is not possible or commercially viable then the Hotelier may terminate this Agreement within 30 days of PATTERN (or the Pattern Affiliate) confirming no such alternative Product is available, on written notice to PATTERN.
3. INDEMNITY AND LIABILITY
(a) Neither Party shall be liable to the other Party, whether in contract, tort (including any liability for negligence) or otherwise, for any loss of revenue, business, opportunity, data, contracts and anticipated savings or profits (whether or not arising in the normal course of events or the other Party has been advised of the possibility of such loss) or for any indirect or consequential losses and damages.
(b) The total aggregate liability of either Party to the other Party under this Agreement whether in contract, tort (including negligence), under statute or otherwise including all loss or claim(s), shall be limited to an amount equivalent to one point five times the total amount of Fees paid by PATTERN to the Hotelier under this Agreement in the Contract Year prior to the relevant incident or incidents.
(c) Notwithstanding the provisions of Sections 3(a) and 3(b), there shall be no limitation of either Party’s liability for death or personal injury caused by the negligence of the relevant Party. Notwithstanding Section 3(b), PATTERN shall be fully liable for any breach by it of its own regulatory obligations and the Hotelier shall be fully liable for any breach by it of its legal and regulatory obligations in respect of this Agreement.
4. GENERAL OBLIGATIONS
PATTERN will, when providing the Products, comply with its own legal and regulatory obligations. In the event that a Hotelier has any query or complaint related to the Products or Services, they shall contact PATTERN or the Pattern Affiliate using the contact details CS@PatternInsurance.com and PATTERN shall acknowledge such query or complaint within two Business Days of its receipt. PATTERN shall use reasonable endeavors to resolve any query or complaint as soon as is reasonably possible and seek to provide further detail within 7 Business Days of its receipt. PATTERN will close any issue or complaint within 3 months of receipt, unless it is subject to an ongoing legal or arbitration process.
5. THIRD PARTIES
The Hotelier acknowledges that neither PATTERN nor a Pattern Affiliate will be responsible for any failure to access the Products if the CRS Platform is unavailable to the Hotelier or in the event of an infrastructure failure which has not been caused by PATTERN (or the Pattern Affiliate).
In consideration of the sale of the Products, PATTERN shall pay the Fees as set out in Schedule 1 or an Annex. Such Fees shall be paid at such times and in such manner as set out in Schedule 1. The Fees stated in Schedule 1 may, where expressly stated, be subject to Tax which, where applicable, shall be charged in addition to the Fees at the applicable rates. PATTERN will pay the Fees to the Hotelier by electronic transfer to the bank account nominated in writing by the Hotelier from time to time.
7. CONFIDENTIAL INFORMATION
Each Party shall hold the Confidential Information of the other Party in strict confidence during the Term of this Agreement and for one year after its termination. A Party may disclose Confidential Information of the other Party to the extent required by applicable law or regulations. Notwithstanding any other provision of this section 7, either Party may disclose the terms of this Agreement to its Affiliates, professional legal advisors, investors (and potential future investors or acquirers but subject to confidentiality undertakings being obtained), auditors, Insurance Providers, regulators and accountants and only for the purposes contemplated by this Agreement. PATTERN may refer to the Hotelier as a customer of PATTERN (and/or its Pattern Affiliate) in its marketing materials.
This Agreement will continue for the Term unless terminated in accordance with Schedule 1 or as follows: A non-defaulting Party (the “Terminating Party”) may terminate this Agreement upon written notice where there has been a material breach by the other Party (the “Defaulting Party”) of any of the Defaulting Party’s obligations under this Agreement, and the Terminating Party has provided the Defaulting Party with prior written notice specifying the breach: (i) where that breach is capable of remedy, if it has not been remedied within 14 days of the date of that notice; or (ii) immediately if the breach is not capable of remedy. Notwithstanding the foregoing, in the event of an Insolvency Event, the other Party may terminate this Agreement forthwith upon written notice.
(a) Neither Party may assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other Party, such approval not to be unreasonably withheld or delayed, except that: (i) PATTERN may assign this Agreement to an Affiliate of PATTERN and (ii) with respect to the Hotelier, in the event of a sale of all or substantially all its assets, or of a change of control through stock sale, merger, or change of management company for a property or similar transaction, this Agreement shall be automatically assigned to the acquiring entity or management company, as applicable, and the Hotelier shall upon written request provide such information as reasonably required by PATTERN in respect of the same in order for PATTERN to meet its legal and regulatory obligations.
(b) This Agreement is governed by the laws of the state of Delaware and each Party submits to the non-exclusive jurisdiction of the courts of Wilmington, Delaware, United States of America. Where Services and Products are being provided in a different Territory by a Pattern Affiliate, the governing law shall be the law of the Territory in which that Pattern Affiliate’s legal entity is domiciled. This Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior understandings between the Parties with respect to that subject matter.
(c) Rights under this Agreement cannot be waived, except in writing signed by the Party granting the waiver. This Agreement is binding upon the Parties when executed by the Hotelier.
(d) All notices provided for in this Agreement must be in writing, marked to the attention of the recipient’s contact person and sent to the addresses for notices set out in this Agreement or to such other address(es) as are subsequently notified in writing for such purposes. Notices sent by hand are taken to be received when delivered; and notices by post are taken to be received by the fifth Business Day after posting.
(e) No change to any part of this Agreement may be implemented except by way of an amendment to the Agreement in writing signed by a duly authorised representative of each Party.
AGREEMENT DETAILS, PLATFORM, COMPLIANCE AND
|Effective Date of Agreement||The date of acceptance of this Agreement by the Hotelier.|
|Contract duration||The Term of the Agreement shall commence from the Effective Date and shall continue for a 6 month initial term (reduced to 3 months for Beta participants) from Go-Live (“Initial Term”), and thereafter shall automatically extend for consecutive 6 month periods (each a “Renewal Term”), unless terminated by either Party: (i) on 30 days’ prior written notice to the other Party of termination at will, such notice of termination to terminate on the expiry of the Initial Term or applicable Renewal Term; or (ii) pursuant to Section 8; or (iii) automatically, should the Hotelier no longer have an agreement with the CRS Provider to use the CRS Platform. In the event that the Hotelier wishes to terminate this Agreement under paragraph (i) above, the Hotelier shall notify PATTERN in writing of such termination and shall not request the CRS Provider to switch off the Hotelier’s access to the Products until the expiry of such termination notice.|
|Product types||Insurance, guarantee and other services according to the Product Description (per geography). Subject to Section 2.4 of this Agreement, PATTERN has the right to add or remove Products from time to time (both entirely or on a state by state, or country by country or territory by territory basis) and the latest available Products will be those available to the Hotelier through the CRS Platform. Product terms and conditions will be provided by Pattern (or the Pattern Affiliate) as part of the Consumer journey and may be updated by Pattern (or the Pattern Affiliate) from time to time.|
|Payment of Fees||
Note: In the event that in any state, country or territory, the payment of commission is not possible, then the provisions of Section 2.4 shall apply.
|Selling Points||The Pattern Products will be available via the CRS Platform.|
|Territory||Products are available to the Consumers based on their country of residence as stated in the below Annexes.|
b. Commercial terms
|Product type||Applicable countries
(Per consumer’s country of
|Pattern or Pattern affiliate
providing the product
|Commission Fee level|
|Travel Insurance Products||
|Product type||Applicable states
(Per consumer’s state of
|If commission Fees are not payable then the marketing/technical based Fee shall be:|
|Travel insurance Products defined in the Product Description||New York, Hawaii and others as
may be notified by PATTERN
from time to time
|$ 0.17 per unique proposal (a “unique proposal” being a proposal made by PATTERN to a Consumer who, along with a travel booking, has requested and received a proposal from PATTERN for the PATTERN Product). This Fee shall be subject to review after the Initial Term. PATTERN shall give the Hotelier no less than 30 days’ prior written notice of any proposed change to the Fee, and if the Hotelier does not agree to the revised Fee amount, it may terminate the affected Products by giving written notice to PATTERN prior to the effective date of such revision.|
- The commission level percentages or amounts may be updated by PATTERN or a Pattern Affiliate from time to time to conform to changing regulation or market conditions. Unless precluded by regulation (which requires a shorter notice), no less than 30 days’ prior written notice of such change shall be given by PATTERN to the Hotelier, and if the Hotelier does not agree to the revised commission level, it may terminate this Agreement by giving written notice to PATTERN prior to the effective date of such revision.
- The final price to the Consumer will be the Net Premium (including Hotelier commission) + any Tax. This will be displayed by PATTERN (or the Pattern Affiliate) for each booking via the CRS Platform.
2. Relationships between the parties for any Insurance Product offering
In the case of the proposed or actual sale of any insurance Product, the relationship between PATTERN/Pattern Affiliate, the Hotelier and the Insurance Provider (unless otherwise stated in an Annex) will be the following:
|Hotelier||Introducer/sub-producer (as stated in the applicable Annex)|
|PATTERN / Pattern Affiliate||Agent/Broker/Producer (as stated in the applicable Annex)|
|Insurance Provider||The Insurance Provider will carry the risk underlying the insurance Product provided by PATTERN under this Agreement.|
3. General Hotelier Compliance in Respect of Insurance Products:
In addition to any specific provisions applicable in respect of any Territory which requires the Hotelier to complete, sign and return any form designating its appointment by a Pattern Affiliate or PATTERN itself, the Hotelier agrees that it will not take any action (or fail to take any action) which would cause the Insurance Provider or PATTERN or Pattern Affiliate to be in breach of any applicable law or regulation. In the distribution of the insurance Product, the Hotelier shall comply with all instructions of PATTERN, according to PATTERN’s legal obligations to any of its Insurance Providers, Consumers, and also to comply with all applicable laws and regulations. The Hotelier must ensure that any information provided to the Hotelier by PATTERN (or an Insurance Provider) for distribution to Consumers (or prospective consumers) are given and remain available to those Consumers, as required. No contract for a Consumer of any insurance Product shall be entered into without PATTERN’s express written approval as to the content of that contract (as applicable). In the event that the Hotelier considers at any time that there is a conflict of interest between their business and the offering of the insurance Products to any Consumer, they must immediately notify PATTERN of the nature of that conflict and provide any supporting information to enable PATTERN to resolve that issue (if possible). The Hotelier must not make any representation or other statement concerning the insurance Product. PATTERN, its Insurance Provider or any applicable regulator or state or government body may audit any records and in doing so, the Hotelier shall provide reasonable assistance in that audit. In the event that PATTERN requires any information for the foregoing to be sent to PATTERN, which is not available on the CRS Platform, then the Hotelier shall provide that information upon written request within 15 Business Days of that written request.
The Parties will review the adequacy of these arrangements to ensure that all of their respective obligations are being met.
The above obligations are only applicable for the online sale of Products. In the case of offline sales, for example call center and / or travel agency sales, an addendum will be added to the Annex which covers the legal and regulatory requirements applicable to such an activity.
Relevant personal data processing details for data protection
|Type of Processing of Personal data||Purpose of the Processing||Category of Personal Data||Category of Data Subjects||Duration of the Processing|
|Processing n°1||Collection and processing of data initially received from the Hotelier and subsequent processing of personal data for the provision of the Products and administration of the Products||Provision of the Products and Services||Names, address, state, country, email address, telephone numbers and account details, travel or other details involving customers of Hotelier using the Hotelier’s services||End customers of the Hotelier and the Hotelier’s employees and workers||For the Term of the Agreement.|