Legal
Terms & Conditions
x·quic, LLC · Service Provider Terms & Conditions. These Terms, together with the customer Order Form (collectively, the “Agreement”), set forth the rights and obligations of x·quic, LLC (“Service Provider”) and the company/hotel/entity identified on the Order Form (“Customer”).
1. Services
During the term of the Agreement, Service Provider will provide to Customer those Services identified on the Order Form, subject to the terms set forth in this Agreement. Service Provider will provide such Services in a commercially reasonable manner and in accordance with applicable industry standards.
1.1 Additional and Future Services
In addition to the OTA Commission Dispute Services and OTA Overpayment Recovery Services described in this Agreement, Service Provider may offer additional services not directly related to OTA commissions or OTA payments (“Additional Services”). Any Additional Services selected by Customer will be specified on the Order Form and provided in accordance with this Agreement. Certain Services may require a setup or onboarding period before becoming fully operational. If a selected Service is not available for immediate activation, Customer will be placed on a waitlist. If the Service includes a recurring monthly fee or set-up fee, the first month’s fee and set-up fee will be charged at execution of this Agreement; such fees secure the Customer’s place in the activation queue and are non-refundable. Upon activation, subsequent monthly fees will be charged in accordance with Section 8. Service Provider shall notify Customer when the Service becomes active and use commercially reasonable efforts to minimize onboarding delays.
2. Customer Data
To provide the Services, Service Provider utilizes proprietary software (the “Service Provider System”), which requires access to the data and information (the “Customer Data”) contained on all of Customer’s computer systems and records, including on-location and cloud-hosted systems (the “Customer Systems”). Customer agrees to provide Service Provider, during the term, with (i) unfettered administrator-level or comparable access to the Customer Systems; and (ii) such Customer Data as may be requested from time to time. Customer represents and warrants that it has the right to grant such access and permit use of Customer Data as reasonably necessary to provide the Services. Service Provider shall use commercially reasonable efforts to maintain the confidentiality of Customer Data not generally available to the public. The Setup Fee will not be refunded if Customer does not provide the proper level of access to the Customer Systems.
3. Personally Identifiable Information
The parties acknowledge that Customer Data may include information that identifies individuals and may be protected under privacy laws (“PII”). Customer represents and warrants that it has secured all authorizations and consents necessary to provide PII to Service Provider. Service Provider’s use and/or disclosure of PII is subject to Service Provider’s Privacy Policy, as may be updated from time to time.
4. Communications with OTAs
As part of the Services, Service Provider will interact and communicate with online travel agencies (“OTAs”) on behalf of Customer, which may involve requesting and receiving certain OTA Payments due to Customer and reconciling OTA Commissions. Customer authorizes Service Provider to act as Customer’s agent for the limited purpose of communicating with OTAs, requesting and collecting OTA Virtual Cards, OTA Virtual Card Information, and/or OTA Payments, and causing OTAs to adjust OTA Commissions. Customer agrees to provide all access, assistance, and authorizations necessary for Service Provider to do so.
5. OTA Commission Dispute Services
Service Provider will use the Service Provider System to (i) analyze Customer Data and reconcile OTA Commissions, identifying amounts overcharged (and possibly undercharged) by OTAs; and (ii) dispute such overcharges with each applicable OTA. These Services are provided on a continuous basis, monitoring for OTA Commission discrepancies. Service Provider will not dispute any overpayments already disputed by Customer (a “Customer-Initiated Dispute”), and no Fees will be charged for such disputes. Service Provider will use commercially reasonable efforts to delay a minimum of 72 hours after guest check-out, no-show, or cancellation before performing these Services, to allow time to determine chargeability. However, between OTA invoice release and the dispute deadline there is no delay, and the Services will be performed immediately. Service Provider reserves the right to adjust this reconciliation timing with prior notice.
6. OTA Payments
Service Provider will endeavor to identify and/or recover OTA Payments from OTAs on Customer’s behalf. OTA Payments are in the form of virtual credit cards issued by OTAs (“OTA Virtual Cards”), including the card number, expiration date, and amount (“OTA Virtual Card Information”). Service Provider will provide recovery by one of the following methods, as selected by Customer: (1) Service-Provider Recovery; (2) OTA Virtual Card Identification; or (3) Software-Based Recovery.
6.1 Service-Provider Recovery Services
Service Provider may collect OTA Payments directly from OTAs and remit them, less Fees, Third-Party Expenses, and other amounts due. Service Provider shall not initiate collection until at least thirty (30) calendar days after the guest’s check-out, cancellation, or no-show date. Prior to remittance, Customer shall provide accurate bank account information and W-9 information. Customer is solely responsible for the accuracy of its bank information; Service Provider has no obligation to verify it and no liability for payments not reaching Customer’s account due to inaccurate or unauthorized information. Remittances are made monthly, unless below the bank’s minimum transfer amount, in which case the balance carries to the following month.
6.2 OTA Virtual Card Identification Services
Service Provider will secure OTA Virtual Card Information and provide it to Customer so Customer can recover OTA Payments through its own systems and merchant processing. Service Provider shall initiate identification no sooner than seven (7) calendar days after the guest’s check-out, cancellation, or no-show date. Customer acknowledges that upon delivery of OTA Virtual Card Information, regardless of whether Customer charges or collects the payment, Customer owes Service Provider the fee set forth in the Order Form. This fee is earned upon identification and delivery and is not contingent on recovery.
6.3 Software-Based Recovery Services
Service Provider will recover OTA Payments by processing charges directly through Customer’s internal software (PMS, payment gateway, or merchant platforms), provided Customer grants the necessary access. Service Provider shall not initiate processing until at least seven (7) calendar days after the relevant date. Customer agrees to maintain all required credentials and configurations. Service Provider is not liable for delays or failures due to inaccurate, incomplete, or revoked access. Service Provider is entitled to collect Fees and Third-Party Expenses for each OTA Payment processed, regardless of whether it is ultimately settled, reversed, or rejected; such Fees are earned upon submission of the charge attempt.
7. Business Analytic Services
If set forth in the Order Form, Service Provider will provide analysis of Customer’s business-related information (the “Business Analytics Services”). These rely on Customer Data, and Service Provider is not responsible for its quality, integrity, accuracy, or completeness, and disclaims liability based on errors or inaccuracies in the Customer Data.
8. Fees
8.1 Setup Fee
Customer shall pay the one-time nonrefundable setup fee on the Order Form (the “Setup Fee”), which covers initial work necessary to access Customer’s property management system (PMS). If Customer changes its PMS during the term, an additional Setup Fee applies.
8.2 Monthly Fees
As consideration for the Services, Service Provider receives the fees on the Order Form (with the Setup Fee, the “Fees”). Service Provider is entitled to all Fees and Third-Party Expenses regardless of whether Customer reduces or terminates access to the Customer Systems during the applicable period.
8.3 Third-Party Expenses
Service Provider is charged credit card and bank fees by third parties (“Third-Party Expenses”). In addition to Fees, Service Provider is entitled to reimbursement for all such Third-Party Expenses, charged without markup.
8.4 Invoices and Payments
Service Provider issues monthly invoices and may retain Fees, Third-Party Expenses, and other amounts due from any OTA Payments recovered before remitting them. For amounts not withheld, Service Provider will charge Customer’s payment method on file, which Customer authorizes. If no valid payment method is on file, Customer shall pay within fifteen (15) days of the invoice. Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Customer is responsible for collection costs, including reasonable attorneys’ fees. Service Provider may suspend Services for non-payment until paid in full. Disputing card charges for services already rendered, or within 30 days of a written cancel notice, is not allowed; a $50 fee per occurrence applies to disputes of legitimate charges.
8.5 Early Termination Fee
If the Term is greater than month-to-month, Customer may be subject to an Early Termination Fee as described in Section 9.
9. Term and Termination
This Agreement commences when Customer executes it. The Term is stated on the Order Form and is either month-to-month or greater than month-to-month.
9.1 Month-to-Month Term
Either Party may terminate (i) for any or no reason on thirty (30) days’ written notice; (ii) for an uncured breach within ten (10) days of written notice; or (iii) immediately upon insolvency or a voluntary bankruptcy petition.
9.2 Greater Than Month-to-Month Term
Any termination by Customer before the end of the Term is subject to an Early Termination Fee based on the “Average Monthly Invoice Amount” (total Fees paid in the prior twelve months divided by the number of invoiced months). The Early Termination Fee is the greater of $1,000 or the Average Monthly Invoice Amount multiplied by the number of months remaining. Service Provider may terminate (i) on thirty (30) days’ notice; (ii) for an uncured breach; or (iii) immediately upon insolvency/bankruptcy. Customer may terminate without the Early Termination Fee for Service Provider’s uncured breach or upon Service Provider’s insolvency/bankruptcy.
9.3 Auto-Renew
For Terms greater than month-to-month, the Agreement automatically renews for successive Terms unless Customer provides written notice thirty (30) days prior to the end of the Term. Upon termination, Service Provider’s only remaining obligation is to remit recovered OTA Payments, less Fees, Third-Party Expenses, and other amounts due. This Agreement automatically transfers to a new owner upon sale or change in ownership; it is Customer’s sole obligation to ensure proper transfer.
10. Warranty Disclaimer
SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED. ALL WARRANTIES ARE EXPRESSLY DISCLAIMED.
10.1 Accuracy Guarantee: Conditions and Limitations
For Services that include an explicit accuracy guarantee specified in the Order Form: (a) the guarantee is contingent on Service Provider having uninterrupted, continuous access to all necessary platforms, systems, data sources, and Customer Systems; any loss or interruption of access voids the guarantee for the affected period; and (b) Service Provider’s liability under any such guarantee is limited to the actual Fees paid for the specific Service during the calendar month in which the claim arose.
11. Limitation of Liability
To the fullest extent permitted by law, Service Provider’s maximum liability under this Agreement shall not exceed the Fees actually received during the twelve (12) months immediately preceding the event giving rise to liability. In no event shall Service Provider be liable for any special, indirect, consequential, or punitive damages.
12. Indemnity
Customer shall indemnify, defend, and hold harmless Service Provider, its affiliates, and their respective members, managers, shareholders, partners, officers, directors, employees, agents, successors, and assigns from all claims, judgments, fines, costs, expenses (including attorneys’ fees), and liabilities arising from (i) Service Provider’s provision of Services, including claims arising from its own negligence; (ii) Customer’s breach of its obligations or representations; (iii) negligence or willful misconduct in Customer’s use of the Services; or (iv) Customer’s violation of applicable law.
13. Relationship of the Parties
Subject to Section 4, Service Provider provides Services as an independent contractor. There is no partnership, joint venture, employer/employee, or similar relationship between the Parties.
14. Force Majeure
Service Provider shall not be liable if it is unable to provide Services due to a natural disaster, war, insurrection, epidemic, pandemic, government restrictions, strikes, communication line failures, or similar circumstances outside its control. During such an event, Service Provider’s obligations are suspended for its duration.
15. Governing Law & Venue
This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles. All lawsuits shall be commenced only in the Court of Common Pleas for Montgomery County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania, which shall be the exclusive venue, and the Parties consent to such jurisdiction.
16. Jury Trial Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER AND CUSTOMER EACH WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT.
17. Assignment
Customer may not transfer any rights or delegate any obligations without Service Provider’s prior written consent. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their successors and permitted assigns.
18. No Third-Party Beneficiaries
This Agreement is intended for the benefit of the Parties and their successors and permitted assigns, and may not be enforced by any other party except as set forth herein.
19. Severability
If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.
20. Entire Agreement; Counterparts
This Agreement contains the entire agreement between the Parties and supersedes all prior discussions and agreements. No amendment is binding unless in writing and signed by both Parties. This Agreement may be executed in counterparts, which together constitute one agreement.
Questions about these Terms? Contact info@xquic.com or x·quic, 10110 Valley Forge Cir, King of Prussia, PA 19406.
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