HotelSwaps – Hotel Terms & Conditions
You should carefully review these Terms & Conditions prior to accepting these and becoming a Hotel Member of the HotelSwaps programme (the “Programme”).
By accepting these Terms & Conditions, You represent and warrant that You are a legally authorized representative of the Hotel and that You have the authority to engage the Hotel with regards to the benefits and obligations described in these Terms & Conditions.
HotelSwaps® and HotelCoins® are trade names owned by HotelSwaps LTD, a limited liability company incorporated in England & Wales under registration number 9042589 and with registered address of 243 Kings Road, London SW3 5EL, United Kingdom ("HotelSwaps"), who owns the Intellectual Property and operation of the Programme.
By accepting these Terms & Conditions, the Hotel enters into a contract with HotelSwaps for Membership of the HotelSwaps Programme as described below.
“Basic Membership” means the Basic membership tier of the Programme and its benefits as listed on the Website.
“Deposit” means a Hotel Member advertising a number of Room Nights in its Hotel to Guests for their immediate and unconditional Reservations of any or all of the Room Nights included in such Deposit.
“Guest” means a person who has received HotelCoins from a Hotel Member through a HotelCoin Transfer, or any person holding a Reservation.
“Hotel” means a property or a grouping of properties composed of rooms, apartments, villas or lodges, which is licensed as a hotel, hotel apartment, B&B or other accommodation offering under its local regulations.
“Hotel Category” means a classification system utilised by the Programme, which groups the Hotel Members in 7 categories depending on the Hotel Member’s pricing, quality, location, projected Guest demand and other factors as defined by HotelSwaps from time to time.
“Hotel Information” means the collection of data, photographs and Intellectual Property provided to HotelSwaps by the Hotel Member at the time of Membership affiliation and changed by the Hotel Member from time to time and made available on the Website.
“Hotel Manager” means the Hotel owner or owner’s representative with delegated rights to contract with HotelSwaps on behalf of the Hotel Member.
“Hotel Member” means a Hotel that has a current membership of the Programme.
“HotelCoins” means the trading value of Room Nights in the Programme for each Hotel Category and Season as listed in the HotelCoin Schedule.
“HotelCoin Balance” means the current number of HotelCoins available for HotelCoin Transfer by a Hotel Member or for Reservations by a Guest. Hotel Members and Guests can view their HotelCoin Balances on the Website.
“HotelCoin Schedule” means the pricing matrix of HotelCoins per room night related to the Hotel Category and Season as determined by HotelSwaps at its sole discretion from time to time and displayed on the Website.
“HotelCoin Transfer” means a Hotel Member transferring a specific number of HotelCoins from its HotelCoin Balance to a Guest’s HotelCoin Balance, either directly or via the HotelCoin Brokerage Service.
“Intellectual Property” means any intellectual property including any trademarks, company names, logos, domain names, pictures, copyrights, database rights and all rights having an equivalent or similar nature or effect.
“Membership” means the contractual relationship between a Hotel Member and HotelSwaps for the use of the Programme.
“Premium Membership” means the Premium membership tier of the Programme and its benefits as listed on the Website.
“Premium Membership Fee” means the fee paid by a Hotel Member to HotelSwaps to obtain Premium Membership for a period of 12 months from the date of such payment.
“Reservation” means a booking of one or more Room Nights by a Guest paid with HotelCoins.
“Reservation Fee” means a fee due from a Guest at the time of Reservation.
“Reservation Request” means a request expressed by a Guest for one or more Room Nights at a specific Hotel Member, which are not immediately available as a Deposit on the Website.
“Room Night” means an overnight accommodation at a Hotel Member in a standard room for double occupancy with right to access the same facilities and at conditions as applied to any other hotel guest of the Hotel Member.
“Season” means a division of the Weeks of a calendar year into 3 categories (high, mid and low Season) related to a specific Hotel Member as determined by HotelSwaps at its sole discretion from time to time.
“Swap Manager” means the Hotel Manager or an appointed representative of the Hotel Manager with delegated rights to Deposit, execute HotelCoin Transfers, accept Reservation Requests, update Hotel Information, pay Premium Membership Fees and receive communication related to the Membership of a Hotel Member.
“Third Party Exchanges” means external exchange systems, private residence clubs, destination clubs and other third party interests in accommodation assets.
“Website” means www.hotelswaps.com and all Intellectual Property related hereto.
“Week” means 7 consecutive Room Nights from check-in Monday to check-out the following Monday. Weeks are numbered from 1 to 52 (or in certain years 53) following the ISO Week Date system.
Hotel Information. The Hotel Member shall at the time of its Membership affiliation provide HotelSwaps with Hotel Information related to the Hotel Member, of which the Hotel Member grants the right to HotelSwaps to display on the Website and other communication materials. The Hotel Member represents and warrants that the Hotel Member owns, or has licensed, or has copyrights to the Hotel Information as may be required for the reproduction and use of such by HotelSwaps. The Hotel Member agrees to indemnify and hold HotelSwaps harmless from any liability or expense caused by HotelSwaps’ reproduction of such Hotel Information. The Hotel Member shall keep the Hotel Information on the Website up to date and correct at all times.
Membership approval. To ensure a high quality of Hotel Members and to match the number of Hotel Members with the demand of Guests, HotelSwaps shall have the right to accept or decline any Membership at its sole discretion.
HotelCoin valuation. At the time of Membership affiliation, HotelSwaps shall determine the (i) Hotel Category and (ii) the schedule of Weeks per Season for the Hotel Member at its sole discretion. The HotelCoin value per Room Night included in a Reservation at the Hotel Member shall hereafter be in accordance with the HotelCoin Schedule.
HotelCoin valuation revisions. HotelSwaps can adjust a Hotel Member’s Hotel Category and Seasons from time to time at its sole discretion. Such adjustments shall apply for any future Reservations only.
Swap Manager(s). Upon Membership affiliation, each Hotel Manager can on an optional basis appoint a Swap Manager. The Hotel Manager can at any time change the Swap Manager on the Website. The Swap Manager will be issued a separate user-id and password to the Website. In case the Hotel Manager does not appoint a separate Swap Manager then the Hotel Manager shall act as the Swap Manager.
Quality Inspections. HotelSwaps can from time to time send inspectors to evaluate the quality of Hotel Members to ensure that the correct Hotel Category is allocated to each Hotel Member. Such Quality Inspections shall be booked by HotelSwaps as any other Reservation and the Hotel Member shall receive full HotelCoin payment for such Reservations. Any travel cost related to such Quality Inspections shall be borne by HotelSwaps.
ROOM NIGHT DEPOSITS
Deposit of Room Nights. By Deposit of Room Nights with HotelSwaps, the Hotel Member agrees that such Room Nights may be offered by HotelSwaps to Guests for immediate and unconditional Reservations. The Hotel Member shall not disturb the rights of any Guest(s) to occupy and enjoy their stay at the Hotel Member during a Reservation.
Room type. All Deposits shall be for standard rooms with double occupancy.
HotelCoins payment for Reservations. At the time of a Reservation, the Hotel Member’s HotelCoin Balance will be credited with the number of HotelCoins for the Room Nights included in such Reservation calculated as follows:
- Hotel Members in Premium Membership: 100% of the HotelCoins in the HotelCoin Schedule.
- Hotel Members in Basic Membership: 75% of the HotelCoins in the HotelCoin Schedule.
ROOM NIGHT RETURNS
Return of Room Nights. At any point in time, a Hotel Member can remove from availability any of its Deposited Room Nights from the Programme, provided that no Reservation has already been made in such Room Nights.
HotelCoin Transfers to Guests. Hotel Managers and Swap Managers can transfer HotelCoins to Guests on behalf of the Hotel Member up to the total number of HotelCoins available on the Hotel Member’s HotelCoin Balance. For each HotelCoins Transfer, the Hotel Member shall provide HotelSwaps with (i) the full name of the Guest, (ii) the Guest’s email address and (iii) the number of HotelCoins to be transferred. HotelSwaps will hereafter (i) send an e-mail confirmation to the Guest confirming the HotelCoin Transfer including a link to the Website for further guidance for how to make a Reservation, (ii) debit the Hotel Member’s HotelCoin Balance with the amount of HotelCoins transferred and (iii) credit the Guest’s HotelCoin Balance with the amount of HotelCoins transferred. HotelSwaps cannot return HotelCoins from a Guest’s HotelCoin Balance to a Hotel Member’s HotelCoin Balance following a HotelCoin Transfer.
HotelCoin Transfer limits for Hotel Members in Basic Membership. Notwithstanding the above clause, Hotel Members in Basic Membership are limited to transferring HotelCoins to the Hotel Manager and Swap Manager of the specific Hotel Member only.
Non-expiry of Hotel Member’s HotelCoin Balance. HotelCoins held on a Hotel Member’s HotelCoin Balance shall not expire for as long as the Hotel Member holds a Membership of the Programme.
Expiry of HotelCoins transferred to Guests. HotelCoins can be used by Guests for Reservations for a period of 2 years from the day of the HotelCoin Transfer where after the HotelCoins shall expire. In case a Guest has obtained HotelCoins through more than one HotelCoin Transfer, then the HotelCoins shall be used for Reservations following the First-In-First-Out principle (FIFO).
No Monetary Value. HotelCoins have no monetary value and cannot be sold for cash by the Hotel Member to third parties. HotelSwaps holds the right to cancel any HotelCoins which HotelSwaps suspects have been traded for cash to third parties.
HotelCoin Brokerage Service. HotelSwaps offers a HotelCoin brokerage service whereby Hotel Members in Premium Membership, who have earned a surplus of HotelCoins, can sell their HotelCoins to other Hotel Members or Guests for cash. HotelSwaps does not guarantee the sale of such HotelCoins nor the timing.
HotelCoin Price. HotelSwaps will inform the selling Hotel Member in advance of the price per HotelCoin that the Hotel Member will be paid by HotelSwaps in case of a successful sale.
Reservation of HotelCoins for sale. Hotel Members, who agree to the price per HotelCoin, can list their interest in selling a specific number of HotelCoins from their HotelCoin Balance and HotelSwaps will transfer such HotelCoins from the Hotel Member's HotelCoin Balance to a separate account until it has found a buyer for such HotelCoins. HotelSwaps will endeavour to sell such HotelCoins on a First In First Out basis (FIFO).
Payment Terms Following the end of each calendar quarter, HotelSwaps shall inform the Hotel Members for which it has successfully concluded sales of HotelCoins. The Hotel Member shall hereafter issue an invoice to HotelSwaps for the number of HotelCoins sold times the agreed price per HotelCoin. HotelSwaps shall pay such invoice within 30 days from its receipt.
Sale of HotelSwaps’ owned HotelCoins HotelSwaps will also endeavour to sell HotelCoins it earns in commission from inbound reservations at Hotel Members in Basic Membership. HotelSwaps keeps the right to sell its owned HotelCoins through the HotelCoin Brokerage Service before it sells HotelCoins owned by Hotel Members.
Non-refundable HotelCoins purchased by Hotel Members or Guests through the HotelCoin Borkerage Service are non-refundable.
Availability search. Guests can search for Room Nights available for Reservations on the Website.
Reservation. Guests can book any Room Night available on the Website on a first come first serve basis up to the total number of HotelCoins available on their HotelCoin Balance and upon payment of the Reservation Fee.
Reservation notification. Each Reservation shall be followed by an email notification from HotelSwaps to the Guest and the inbound Hotel Member that such Room Nights have been reserved for the exclusive use of the Guest.
Reservation Request. In case a Guest does not find the desired availability of Room Nights on the Website, the Guest may issue a Reservation Request at any Hotel Member up to the total number of HotelCoins available on their HotelCoin Balance. HotelSwaps shall email the Swap Manager of the Hotel Members with whom a Guest has issued a Reservation Request informing them of the Guest’s requested Room Nights. Swap Managers can at any point in time access the list of Reservation Requests related to their Hotel Member on the Website and accept or decline any of these. In case a Hotel Member accepts a Reservation Request, the Hotel Member’s HotelCoin Balance shall be credited with the relevant number of HotelCoins like any other Reservation.
Length of stay. A Guest can reserve any number of Room Nights up to the limit of the HotelCoins on their HotelCoin Balance.
Reservation cancellation. A Reservation can be cancelled by Guests at any time on the Website. In case a Reservation is cancelled more than 14 days prior to the check-in date, the Hotel Member’s HotelCoin Balance will be debited with the same number of HotelCoins as was credited at the time of the Reservation and the cancelled Room Nights will again be made available for reservation by other HotelSwaps members. For Reservations cancelled 14 days or less prior to the check in date, the Hotel Member’s HotelCoin Balance will keep all the HotelCoins earned at time of the Reservation.
Communication of Guest arrival lists to the Hotel Member. 7 days prior to each Week during which a Hotel Member has received a Reservation, HotelSwaps shall remind the Hotel Member’s Swap Manager by email of the name of any Guest(s) arriving for occupation of the Room Nights related to such Reservation and the length of their stay.
DURING THE GUEST’S STAY
Use of facilities and services. During the stay of a Guest at a Hotel Member resulting from a Reservation, the Guest is entitled to use the Hotel Member’s facilities and services based on the same terms and conditions as any other hotel guest.
Check-in and check-out. All Guests shall comply with the same check-in and check-out timings as the Hotel Member’s other hotel guests.
Guest expenditures during their stay. A credit card print or other such reasonable deposit can be requested by the Hotel Member from the Guest at check-in to cover any optional consumables during their stay. Such expenditures shall be paid by the Guest upon check-out. HotelSwaps has no liability in any way to the Hotel Member towards any expenditure or damage incurred by a Guest during their stay.
Tourism taxes. All mandatory city and tourism taxes precluded by law related to the stay of a Guest shall be paid by the Guest upon check-out from the Hotel.
Failure to honour Reservations. If for any reason a Hotel Member fails to honour a Reservation accepted by them through the Programme, the Hotel Member shall at its own expense secure alternative accommodation for the Guest for the same time period, location and similar (or highr) quality as provided for in the original Reservation. The Hotel Member shall reimburse HotelSwaps for any costs reasonably incurred by HotelSwaps should HotelSwaps secure such alternative accommodation on behalf of the Hotel Member.
Suppliers. Suppliers are suppliers to the hotel industry who are willing to provide their products and services to Hotel Members for payment in HotelCoins.
Agreements with Suppliers For any such barter transaction between a Hotel Member and a Supplier, a barter agreement should be drawn up between these two parties. HotelSwaps is not a party to such barter agreements and HotelSwaps is not in any way liable for any loss or damage related to a Hotel Member’s barter agreement with a Supplier.
HotelSwaps role in the Supplier Programme. HotelSwaps role in the Supplier Programme is strictly limited to 1) providing advertising space for the Suppliers on the Website and 2) transferring HotelCoins from the Hotel Member’s HotelCoin Balance to the Supplier’s HotelCoin Balance when the Hotel Member instructs HotelSwaps for such HotelCoin Transfer on the Website. HotelSwaps cannot return HotelCoins from a Supplier’s HotelCoin Balance to a Hotel Member’s HotelCoin Balance following a HotelCoin Transfer.
THIRD PARTY RECIPROCAL EXCHANGES
Third Party Exchange agreements. HotelSwaps may from time to time enter into agreement with Third Party Exchanges whereby Guests can utilize their HotelCoins to access accommodation or other services within such Third Party Exchanges.
Share of Hotel Information. HotelSwaps shall have the right to share the Hotel Information with such Third Party Exchanges so they can present the Hotel Members to their memberships for reciprocal exchanges.
Premium Membership Fee. A Hotel Member can at any point in time enter into Premium Membership for a period of 12 months by paying the Premium Membership Fee. The schedule of Premium Membership Fees shall be displayed on the Website.
Premium Membership renewal. A Hotel Member can at any point in time during its Premium Membership period add an additional 12 months to its Premium Membership period by paying its Premium Membership Fee. In case a Hotel Member does not renew its Premium Membership prior to the end of its Premium Membership period, the Hotel Member shall automatically enter into Basic Membership.
Reservation Fee. The Reservation Fee shall be paid by the Guest at the time of each Reservation. The schedule of Reservation Fees shall be displayed on the Website.
All fees are non-refundable.
The Premium Membership Fees are excluding applicable VAT and the Reservation Fees are including applicable VAT.
AMENDMENTS TO THE HOTELSWAPS PROGRAMME
Hotel Member withdrawal. Any Hotel Member or Supplier may withdraw from their Membership at any time. HotelSwaps can therefore not guarantee the continued availability of any specific Hotel Member or Supplier in the Programme.
Changes to the Terms & Conditions. HotelSwaps reserves the right to modify these Terms & Conditions at any time with immediate effect. This may include, but is not limited to the Programme benefits, the Premium Membership Fees and Reservation Fees, the HotelCoin Schedule and the Season and/or Hotel Category of specific Hotel Members.
Termination. HotelSwaps and the Hotel Member may terminate the Hotel Member’s Membership at any time with or without cause with 30 days’ notice. HotelSwaps may terminate the Hotel Member’s Membership immediately if the Hotel member enters into bankruptcy or if required to do so by any competent authority or otherwise by law.
Consequences of Termination. In case of termination of the Membership, the Hotel Member shall honour any Reservations accepted prior to the termination date even if such Reservations are for Room Nights following the termination date. HotelSwaps shall honour all HotelCoins issued by the terminated Hotel Member prior to the termination date. HotelSwaps shall have the right to display the Hotel Information of the terminated Hotel Member on the Website until one month following the last Reservation at such Hotel Member. On the terminadation date, all the Hotel Member's rights against HotelSwaps will cease and any remaining HotelCoins on the Hotel Member's HotelCoin Balance shall be null and void.
Ownership of Intellectual Property. The Website and all its designs, images, video, text, data, trademarks, logos and other content are the property of HotelSwaps or its Hotel Members and are protected by international copyright and trademark laws. This includes the names and brands of HotelSwaps and HotelCoins.
Liability Limitation. You agree that HotelSwaps will not be liable to the Hotel Member or You for any loss, liability, damage, cost or expense of whatever nature and howsoever caused from this Agreement or from Your participation in the Programme.
Taxes. The Hotel Member shall be responsible for all taxes and levies resulting from any HotelCoin Transfer or other use of their Membership and agrees to indemnify and hold HotelSwaps harmless from any liability or expense caused by non-payment or non-compliance to any tax regulation by the Hotel Member of Guests benefiting from HotelCoin Transfers from the Hotel Member.
Force Majeure. If either party is prevented by Force Majeure in the performance of any of its obligations under this Agreement, it will immediately notify the other party. Either party shall be under no liability to the other party and shall be entitled to wait performing their obligations for so long as Force Majeure continues. Force Majeure shall mean any unforeseeable event beyond reasonable control including acts of God, fire, war, riots, terrorist activity, labor disturbances, epidemics, natural disasters, illegality, and nuclear, biological or chemical contamination.
Waiver. Upon the termination of this Agreement, the Hotel Member hereby expressly waives any claim for refund of any fees paid during its Membership.
Assignment. HotelSwaps may assign its rights and obligations under this agreement to any other company provided that the essence of the benefits of the Hotel Member under this Agreement remain unchanged.
Notices. All notices made pursuant to this Agreement shall be deemed to have been given to the Hotel Member if e-mailed to the email address of its Hotel Manager registered on the Website and to HotelSwaps on firstname.lastname@example.org.
Governing Law. This Agreement is governed by and shall be interpreted in accordance with the laws of the United Kingdom.
Arbitration. For all issues arising by reason of the application or interpretation of this Agreement, the parties, with express waiver of their own jurisdictions, submit themselves to arbitration before the London Court of International Arbitration for the arbitral procedure of that body, the award of which shall be binding upon the parties.
HotelSwaps LTD. All rights reserved.