Hotel Partner Agreement

This Hotel Partner Agreement (“Agreement”) is entered into between:

VanEdge Pty Ltd (ABN 18 695 562 291), trading as HotelPath, of New South Wales, Australia (“HotelPath”, “we”, “us”, “our”)

and

The Accommodation Provider identified during the registration process on the HotelPath platform (“Hotel”, “you”, “your”).

By completing the registration process on the HotelPath platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

Part A — The Platform and Services

1. The HotelPath Platform

HotelPath operates an online accommodation booking platform at hotelpath.com.au (the “Platform”). The Platform enables guests to search for, compare, and book accommodation provided by Hotels.

HotelPath acts as an intermediary and marketplace. We facilitate the booking process between guests and Hotels. We do not collect, hold or process guest payments. We do not act as the Hotel’s agent, employee, or partner.

The Platform includes a self-service dashboard where you can manage your hotel profile, room types, rates, availability, and view bookings.

The Platform may also make your hotel listings available to AI agents and third-party services through application programming interfaces (APIs), including the Model Context Protocol (MCP) server, to enable programmatic search and booking.

2. Your Listing

You are responsible for creating and maintaining your listing on the Platform, including hotel name, description, photos, room types, rates, availability, amenity tags, and policies.

You warrant that all information in your listing is accurate, current, and not misleading. You must update your listing promptly when any information changes.

You grant HotelPath a non-exclusive, royalty-free, worldwide licence to display, reproduce, and distribute your listing content (including hotel name, photos, descriptions, and amenity information) on the Platform, through AI agents, in marketing materials, and in search engine results, for the purpose of promoting your accommodation and the Platform.

This licence survives termination of this Agreement to the extent necessary to fulfil existing bookings and for a reasonable transition period not exceeding 90 days.

Part B — Bookings and Payments

3. Bookings

When a guest makes a booking for your accommodation through the Platform, a binding contract is formed between you and the guest. HotelPath is not a party to this contract.

You must honour all confirmed bookings made through the Platform. A booking is confirmed when it is delivered to you through the Platform or your connected property management system and a booking confirmation is issued to the guest.

If you are unable to honour a confirmed booking (for example, due to overbooking or unforeseen circumstances), you must:

If you fail to honour a confirmed booking without arranging suitable alternative accommodation, the guest will receive a full refund, and HotelPath reserves the right to suspend or terminate your account.

4. Availability and Overbooking

You are solely responsible for maintaining accurate availability on the Platform. This includes updating room counts, blocking dates when rooms are sold through other channels, and ensuring rates are current.

HotelPath is not responsible for overbookings caused by your failure to update availability.

If you use other booking channels (Booking.com, Expedia, direct bookings, etc.) simultaneously, you must manage availability across all channels to prevent overbooking.

5. Payment Collection and Commission

The Hotel collects all guest payments directly, under its own rates, terms and cancellation policy. HotelPath does not collect, hold or process guest payments, and does not receive or store guest card details. Guest payments, refunds, chargebacks and any charges for cancellations or no-shows are solely a matter between the Hotel and the guest under the Hotel’s published policies.

The Hotel pays HotelPath a commission of 9% of the total booking value for each Completed Stay. “Completed Stay” means a booking made through HotelPath where the guest has checked out following their stay.

No commission is payable on bookings that are cancelled or result in a no-show, regardless of any amount the Hotel charges the guest under its own policy.

HotelPath will not increase your commission rate without giving you at least 60 days’ written notice. You may terminate this Agreement in accordance with Clause 15 if you do not accept the increase.

6. Invoicing and Payment of Commission

HotelPath issues an itemised invoice monthly in arrears for commission on Completed Stays in the preceding month, plus GST where applicable.

Invoices are payable within 14 days by bank transfer to the account nominated on the invoice.

If the Hotel disputes any line item on an invoice, it must notify HotelPath within 14 days of the invoice date with reasons. The undisputed balance remains payable when due.

If an invoice remains unpaid 30 days after its due date, HotelPath may suspend the Hotel’s listing until payment is received. Suspension does not waive any amounts owed.

7. Guest Payment Matters

Because the Hotel collects guest payments directly, any refund, reversal, chargeback or payment dispute in connection with a booking is handled by the Hotel with the guest (and, where applicable, the Hotel’s own payment provider). HotelPath is not a party to guest payment arrangements and has no obligation to fund, process or adjudicate guest refunds.

HotelPath may recover from the Hotel any reasonable external costs incurred in responding to a guest payment dispute caused by the Hotel’s failure to provide accommodation, misleading listing, or breach of this Agreement, by invoice payable within 14 days. This does not apply to the extent the dispute was caused by HotelPath’s own error or misconduct.

8. Refunds and Cancellations

You are responsible for setting the cancellation policy for your listing. Your cancellation policy is displayed to guests on your listing page and during the checkout process before they confirm their booking. You are responsible for applying that policy, including any refund or cancellation charge, directly with the guest.

If the Hotel cancels a confirmed booking, the Hotel must promptly refund the guest any amount the guest has already paid for that booking. No commission is payable on the cancelled booking, but repeated Hotel-initiated cancellations may result in account suspension.

Cancellation policies do not limit any guest remedies available under the Australian Consumer Law.

Part C — Your Obligations

9. Standards and Compliance

You warrant and represent that:

10. Guest Data and Privacy

When a guest makes a booking, HotelPath will provide you with the guest’s name, email address, phone number (if provided), booking dates, number of guests, room type, and any special requests.

You must:

11. PMS Connection and Third-Party Integrations

Where the Hotel connects a property management system, the Hotel authorises HotelPath to access it using credentials the Hotel supplies, solely to display the Hotel’s inventory, rates and availability and to deliver bookings. The Hotel may revoke those credentials at any time; revocation stops new bookings but does not affect confirmed bookings or commission already accrued.

Where the Hotel uses third-party services that integrate with HotelPath (including but not limited to channel managers, property management systems, and rate management tools), HotelPath is not responsible for the accuracy, availability, or reliability of data received from or transmitted to those third-party services.

If a third-party integration fails, transmits incorrect availability or pricing data, or causes a booking error (including overbooking), the Hotel is responsible for resolving any resulting guest complaints or booking conflicts. HotelPath will make reasonable efforts to assist but accepts no liability for errors caused by third-party integrations.

The Hotel is responsible for maintaining accurate availability across all channels regardless of the integration method used.

12. Platform Security

HotelPath takes reasonable steps to secure the Platform against unauthorised access, data breaches, and cyber attacks. However, no system is completely secure. HotelPath is not liable for losses arising from cyber attacks, data breaches, or security incidents except to the extent caused by our failure to implement reasonable security measures.

In the event of a security incident affecting Hotel or guest data, HotelPath will notify affected parties promptly and cooperate with any investigation.

Part D — Liability and Indemnity

13. Limitation of Liability

HotelPath provides the Platform on an “as is” basis. To the maximum extent permitted by law, HotelPath excludes all warranties, conditions, and representations not expressly stated in this Agreement.

Nothing in this Agreement limits or excludes liability for fraud, wilful misconduct, breach of confidentiality, breach of privacy law, infringement of third-party intellectual property rights, death or personal injury caused by negligence, misleading or deceptive conduct, or any liability that cannot lawfully be excluded.

Subject to the above, each party excludes liability for indirect or consequential loss. HotelPath’s aggregate liability for direct loss arising from the Platform is limited to the commissions received by HotelPath from the Hotel in the 12 months before the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Australian Consumer Law.

14. Indemnity

The Hotel indemnifies HotelPath and its officers, employees and agents against losses, liabilities, damages, costs and expenses, including reasonable legal costs, to the extent directly arising from:

This indemnity does not apply to the extent the loss was caused or contributed to by HotelPath.

Part E — Term and Termination

15. Term and Termination

This Agreement commences on the date you complete registration on the Platform and continues until terminated by either party.

Either party may terminate this Agreement at any time by giving 30 days’ written notice to the other party. Notice may be given by email.

HotelPath may suspend or terminate your account immediately without notice if:

Upon termination:

16. No Lock-In

This Agreement does not require any minimum term, minimum booking volume, or exclusivity.

You are free to list your accommodation on other platforms (including Booking.com, Expedia, and your own website) simultaneously.

There are no exit fees, deactivation fees, or penalties for terminating this Agreement.

Part F — General

17. Dispute Resolution

If a dispute arises between you and HotelPath in connection with this Agreement, the parties will first attempt to resolve the dispute by good faith negotiation.

If the dispute cannot be resolved by negotiation within 30 days, either party may commence legal proceedings in the courts of New South Wales, Australia.

Disputes between you and guests regarding accommodation quality, services, or the guest experience are between you and the guest directly. HotelPath may assist in facilitating communication but is not a party to such disputes.

18. Governing Law

This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeals from those courts.

19. Amendments

HotelPath may amend this Agreement on at least 30 days’ prior written notice where reasonably necessary to reflect changes in law, security requirements, or the operation of the Platform.

A material amendment will not affect confirmed bookings or accrued rights.

If the Hotel does not accept a material amendment, it may terminate this Agreement by notice given before the amendment takes effect, with termination effective immediately before the amendment date and without penalty.

20. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

21. Entire Agreement

This Agreement, together with the HotelPath Privacy Policy and any schedules or annexures, constitutes the entire agreement between the parties regarding the subject matter of this Agreement. It supersedes all prior negotiations, representations, and agreements.

22. Notices

Notices under this Agreement may be given by email. Notices to HotelPath must be sent to inquiry@hotelpath.com.au. Notices to you will be sent to the email address registered on your account.

A notice sent by email is taken to be received when the sender receives no automated rejection or bounce-back message and, in the case of a notice sent after 5.00 pm on a business day or on a non-business day at the place of receipt, at 9.00 am on the next business day.

23. Contact

VanEdge Pty Ltd (ABN 18 695 562 291) trading as HotelPath

Email: inquiry@hotelpath.com.au

Website: hotelpath.com.au