Supplier Terms & Conditions

These terms constitute a binding agreement between you and us surrounding the use of Ripe Inc.’s services and systems. By accepting bookings and using the CRS, you accept these Terms. If you do not wish to be bound by these Terms, do not use our services or systems (See Section 9B). We may revise these Terms at any time by amending the Terms on this page and will publish the updated version online from time to time. Please check the Portal regularly to take notice of any changes we may have made to these Terms.

DEFINITIONS:
“Accommodation(s)” refers to Supplier’s property(ies) available for Online Distribution.
“Best Available Rate” is the lowest rate published on the internet for a specific Accommodation, on a specific date or date(s) available for booking, including the Supplier's direct website.
“Central Reservation System” or “CRS” is the proprietary Ripe application for managing and powering Client Sites to allow the Traveler to make lodging reservations.
“Extranet” is the administrative section of the CRS, accessed by the Supplier for managing inventory, rates, policies, Supplier room information, reservations, and receipt of Traveler payments.
“Online Distribution” means that Ripe will utilize the internet to market, display, promote, and generate reservation transactions for the Supplier on a variety of websites (“Client Sites”).
“Clients and/or Client Sites” are travel websites, apps, or platforms operated by affiliated companies or organizations that present the CRS-based reservation system to allow the Traveler to book lodging reservations.
“Connectivity” refers to a third-party Application Programming Interface (API) chosen by the Supplier to connect and automate Supplier inventory, rates, and reservations to Ripe.
“Gross Room Rental Revenue” shall mean the total amount of rental revenue received by the Supplier from the Traveler from rental of accommodations, excluding taxes and fees payable.
“Commission” is the percentage of revenue due to Ripe, based on the total amount of room rental revenue received by the Supplier from the Traveler, excluding taxes and fees payable with respect to said rental.
“Traveler(s)” is a person (or persons, depending on the Accommodation's occupancy limitations) that books a room reservation on a Client Site.
“Ripe” means Ripe Inc. located at 650 South 500 West Suite 262, Salt Lake City, Utah 84101

PROMOTION OF SUPPLIER
Ripe will promote the Supplier and rent Accommodations of the Supplier to the Traveler through Ripe powered booking engines.
Ripe shall make accurate statements regarding the Supplier to the Traveler and shall not knowingly make any misrepresentations or omissions regarding the Supplier or services provided by the Supplier. Accuracy of all Supplier content, including descriptions, availability, rates, services, inventory, photos, videos, and rooms, is the sole responsibility of the Supplier. Inaccurate content must be corrected by the Supplier using the Extranet or by notifying Ripe via written correspondence.
The sort order of accommodations is subject to change at the discretion of Ripe and/or the client or affiliate.
Traveler information collected by Ripe on behalf of the Supplier shall be used solely for the purpose of facilitating and managing the Traveler’s booked trip. Neither the Supplier, Client, nor Ripe may use this information for solicitation or promotion of any services unrelated to the Traveler’s trip, unless explicitly authorized in writing by the Traveler. Any unauthorized use of Traveler information shall constitute a breach of this agreement and may result in applicable remedies under the law.
Suppliers will provide content, availability and rates to be used by Ripe. If content, rates and availability are not available through direct channels, Ripe reserves the right to pull inventory through secondary channels where available. Ripe shall only use this provided information on authorized Client websites.

RATES AND PARITY
The Supplier agrees to manage Supplier content, inventory, rates, policies, and descriptions through the Ripe CRS or other Connectivity, which will be accessible via a secure username and password.
The Supplier agrees to keep the CRS username and password information confidential and maintains responsibility for any security breach on behalf of Supplier employees. The Supplier will immediately notify Ripe of any suspected security issue. The Supplier will immediately disable access to the CRS of users no longer employed by the Supplier.
Per PCI compliance standards, CRS users will be required to change their password on a pre-determined interval.
The Supplier will make available to Ripe room inventory and rates, ensuring that all inventory and rates are accurate at all times. Rate changes submitted by the Supplier through the CRS or any connectivity will be published live to Ripe websites.
Failure by the Supplier to offer the lowest rates and address rate parity issues may result in decreased sort order and, if not resolved, possible removal from the CRS.

CONNECTIVITY
The Supplier may provide rates and inventory and receive reservations via CRS or through an established Connectivity API, such as, but not limited to, TravelClick/iHotelier, SiteMinder, Escapia, Inntopia, Expedia Partner Solutions, Sabre GDS, Streamline, Track HS, or other future Connectivity API. Regardless of the connectivity selected, the terms of this Agreement remain the same.

CRS EXTRANET RESERVATION PROCESS
Upon reservation delivery, the Traveler will receive immediate confirmation via email from the Ripe system. Simultaneously, the reservation will be reported to the email address(es) provided by the Supplier in the CRS.
The Supplier will confirm receipt of all reservations by entering the Supplier’s confirmation number into the Extranet at earliest opportunity within no longer than 24 hours of the lodging transaction.
Upon reservation delivery, a direct relationship is created between the Supplier and the Traveler; the Supplier will make the best effort to accommodate the reservation in compliance with the Supplier information listed in the CRS at the time of booking.
In the event that the Supplier is unable to provide the rooms booked by the Traveler, the Supplier will use best efforts to relocate the Traveler within Supplier inventory OR procure alternate rooms of similar or better quality within the local surrounding area.
Ripe is not responsible for no-shows, late arrivals, and early departures. Policies and penalties are communicated at the time of booking. Any penalties incurred will be settled between the Traveler and the Supplier.

PAYMENT
Lodging payment will be provided to the Supplier in the form of the travelers original payment method. This is encrypted and passed to the lodging provider via the connectivity API connection or directly through the Ripe CRS depending on the reservation and connection type.
Ripe is not the merchant of record on any lodging transaction. The Supplier will be responsible for collecting payment from the Traveler directly on all reservations.
Ripe is not responsible if the Supplier fails to collect payment from the Traveler for any reason.
The Supplier maintains full responsibility for the security of cardholder data within its possession upon retrieval of cardholder data from the Ripe CRS. Furthermore, the Supplier agrees to comply, on an ongoing basis, with all Payment Card Industry (PCI) Data Security Standards.

THE TRAVELER SERVICE
The Supplier will address all Traveler issues, including complaints, room expectations, damages, injuries, and Supplier loss, and shall respond accordingly.
Ripe may invite the Traveler who has booked a reservation and stayed with a Supplier to rate and review their stay.
The Traveler ratings and reviews may be posted on Ripe websites. The Supplier acknowledges that ratings and reviews will be written by the Traveler only and that Ripe facilitates the ability for review. Other 3rd party reviews may also be displayed.
The Supplier agrees to release Ripe from liability and responsibility for the Traveler review content and further releases Ripe from any claims or liabilities resulting from a Traveler review.
Ripe reserves the right to remove Traveler reviews.

COMMISSION AND PAYMENTS
Commission Rate: The commission rate is determined between Ripe and the Client and will be set accordingly in the CRS or you may indicate agreed commission through the connectivity partner. Additional promotions, merchandising, placement or participation in special programs may be negotiated for additional commission or fees. Commissions are not to exceed twenty percent (20%) unless participation in a special program has been agreed upon by all parties for an additional % or fee.
Commission Statement Schedule: Commission statements will be processed and distributed on a monthly basis. Invoices for bookings completed in a given month will be disbursed by the 15th of the following month.
Reconciliation & Canceled Bookings: Statements for bookings will be issued on the 1st of every month for reservations with departures during the previous month. Property will have until the 9th of the month to review bookings and respond with any changes or cancellations. Invoices are sent on the 10th of the month. Invoices are final and cannot be changed. If payments were made in error on non-commissionable bookings, Ripe will refund any fee collected within 365 days of completed booking. Refunds are not eligible after 366 days of guest departure.
Past Due Definition: A commission payment will be considered past due if it has not been received by the travel agent within 30 days of the scheduled payment date.
Notification of Past Due Commissions: Supplier will be notified via email if their commission payment is past due.
Grace Period: A grace period of 14 days will be allowed from the date of the past due notification. During this time, Suppliers are encouraged to reach out to the accounting department to resolve any discrepancies.
Late Fees: If payment is not resolved within 60 days from the initial due date, a late fee of 5% of the total commission due will be applied for each month the payment remains unpaid.
Non-Commissionable Rate: Many Clients have chosen to participate in our Partner Growth Model in which they pay a monthly fee that allows their Member Suppliers the ability to sell on their site free of commission.

TERM
The term (“Term”) of this Agreement shall commence upon initiation of Client contract and connection of Supplier’s source of inventory and continues until the Client cancels their subscription, unless terminated by either Party through written notification.
In the event that the Supplier or Ripe chooses to terminate the relationship for any reason, either Party can terminate this Agreement with 30 days written notice. The Supplier remains responsible for honoring outstanding reservations booked prior to termination notification and is monetarily responsible for Commissions due on all outstanding reservations.
In the event of termination, the terms and provisions of this Agreement shall continue to be binding upon both Parties until all outstanding obligations have been met.
All terms within this Agreement shall be binding upon the Parties, their successors, and assigns.

NOTICE
These Terms of Use shall be governed by the laws of the State of Utah, without regard to principles of conflicts of law.
All notices required or permitted to be made under this Agreement shall be in writing and shall be deemed duly given when delivered or sent by prepaid certified or registered mail or electronically via email:
Ripe
Address: 650 South 500 West Suite 262, Salt Lake City, Utah 84101
Email: [email protected]
Supplier Address and Email on file upon sign-up
A Party may change its address for service by giving notice of that change in writing to the other Party.

LEGALITY
In any suit or action brought to enforce any of the promises or agreements in this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees in addition to the costs and expenses