Property Rental Promotion Agreement
WHEREAS Angel Host (as defined below) is a marketing and promotion company that offers to provide Client (as defined below) with certain Services (as defined below);
WHEREAS Client agrees to receive and pay for such Services;
WHEREAS these Terms of Service and the accompanying Order Form together constitute the “Agreement” between Angel Host and Client, which Agreement comes into effect as of the Effective Date (as defined below); NOW THEREFORE, the parties agree as follows:
1. Definitions
• Angel Host means Angel Host Inc.
• Angel Host Fee means the fee that Angel Host charges to Client for providing the Services. The total Angel Host fee is set out in the Order Form. A reservation is considered initiated or handled by Angel Host if any communication between the Guest and Angel Host happens at any point between the Guest’s first reservation inquiry and the time the Guest checks out of the Property.
• Booking Platform means the websites on which Angel Host will be promoting the Property Listings. Specifically, but not limited to: Airbnb, HomeAway/VRBO, Booking.com, TripAdvisor/FlipKey and client.myangelhost.com.
• Booking Platform Fee means the commission charged by the Booking Platform as indicated in Appendix A of these Terms of Service.
• Client means the Property Owner or the Property Manager.
• Credit Card Fee means the credit card fees charged by the credit card processing company. In the case of Airbnb and FlipKey/TripAdvisor, these companies cover the • Credit Card Fees. For all other bookings, where Angel Host uses Stripe to process the credit card payments, Stripe charges a fee of 3.75% per transaction. These rates are provided by Stripe and may be subject to change by Stripe at any time.
• Effective Date means the last date set forth on the Order Form’s signature blocks.
• Gross booking Revenue means all the payments made by your Guests, including accommodation fees, cleaning fees, pet fees, cancellation fees, insurance surcharges, or any additional fee charged, as well as any damage claim, but excluding taxes, credit card fees, channel booking fees, and security deposits.
• Guest means the person(s) paying for and/or occupying the Property during the Rental Period, as applicable.
• Guest Cancellation Policy means the policies set in the Booking Platforms for Guest cancellation. These policies vary depending on the Booking Platform and are subject to change from time to time with prior advance notice to Client. For the latest version of the Guest Cancellation Policy, please visit: https://myangelhost.com/guest-payments-terms
• Guest Payment Terms means the time at which the Guest must pay for the rental of the Property, and in what proportion. These payment terms vary depending on the Booking Platform and are subject to change from time to time with prior advance notice to Client. For the latest version of the Guest Payment Terms, please visit: https://myangelhost.com/guest-payments-terms
• Minimum Rate means the minimum rate at which the Property will be rented and is subject to Client’s approval. Exceptions to the Minimum Rate may occur when discounts are given for:
• Weekly and monthly rentals (typically 15% and 30% respectively, as agreed by the parties in the Pricing Proposal);
• New listings (typically 20% off for the first 3 reservations); and
• Compensation given to the Guests for problems (typically 5% to 50%). Any compensation for problems will be determined by Angel Host in its sole discretion if the discount is between 5% and 10%, inclusively. Any compensation for problems that is over 10% will be determined in consultation with Client.
• Net Booking Revenue means the Gross Booking Revenue minus any Booking Platform Fees and Credit Card Fees.
• Net Payment means the amount remitted to Client by Angel Host in accordance with the timeline set out in Section 1.11. It will be equal to the Net Booking Revenue minus the Angel Host Fees minus transfer fees, when applicable.
• Occupancy Taxes means a tax charged by some cities, states/provinces or countries to guests. Occupancy Taxes are included in the nightly rate paid by the Guest (except for Airbnb that adds them on top of the nightly rate). For all Booking Platforms besides Airbnb, Client has the obligation to remit these taxes to the applicable tax authority. For a complete list of Occupancy Taxes by Country and City, please refer to https://www.airbnb.ca/help/article/2509/in-what-areas-is-occupancy-tax-collection-and-remittance-by-airbnb-available.
• Order Form means the document summarizing these Terms of Service that is executed by Angel Host and Client, and which forms an integral part of the Agreement.
• Owner’s Portal means a password-protected website where Client can view the Property Calendar, present and upcoming reservations and the Property’s occupancy rate, as well as block dates for Property Owner’s personal use or for planned maintenance work.
• Property means the property to be rented by Client to the Guest, belonging to the Property Owner or managed by the Property Manager.
• Property Calendar means the central calendar, controlled by Angel Host, that contains all bookings processed through the Booking Platforms and dates blocked off via the Owner’s Portal. The Property Calendar supersedes any other calendar and is the only calendar considered valid. Any reservation not reflected in the Property Calendar will be considered null and void.
• Property Listing means the listing of the Property on certain Booking Platforms.
• Property Owner means the individual, entity or company that holds the ownership title of the Property.
• Property Manager means the individual, entity or company that has secured the exclusive rights to manage and/or promote the Property.
• Rate means the dynamically adjusted rate at which the Property will be rented that accounts for changes in market demand, booking windows, last-minute discounts, Booking Platform adjustments, etc. Angel Host controls the Rates and ensures that such rates are never below the Minimum Rate.
• Rental Period means the period during which the Guest rents the Property.
• Reservation Reports means a set of reports where Client can find information about reservations, changes and cancellations. These reports will include reservation ID, creation date, check-in date, check-out date, Booking Platform, Guest name, number of Guests, Guest phone number, as well as any additional fields that may be requested by Client.
• Services means the marketing services provided by Angel Host to Client as set out in the agreement.
2. Client obligations
Client agrees to the following:
2.1 Exclusivity. Client authorizes Angel Host to promote, on an exclusive basis, the Properties mentioned in Appendix 1 on all Booking Platforms and gives Angel Host the exclusive and full control of the Property Listing and Property Calendar. Client may promote its Properties on any other Booking Platform for which it has not already engaged Angel Host to promote its Properties, provided that such Booking Platform is not instant-booking enabled (in order to prevent double bookings);
2.2 Information Obligations. Client agrees to complete the onboarding questionnaire which provides critical information that will be included in the Property Listing. Client represents and warrants that all information in the onboarding questionnaire, and all other information provided to Angel Host, is accurate and complete. Angel Host will not be responsible for any penalties, discounts to the Minimum Rate or cancellations that result from inaccurate information provided by Client and will be entitled to its full Angel Host Fee in any such circumstance;
2.3 Credit Card on File. Client agrees to provide Angel Host with its valid credit card information, which shall only be used by Angel Host in accordance with the terms of this Agreement and specifically Section 4.4. Client agrees to notify Angel Host of any changes to its credit card information and to provide new information if Client’s existing credit card is deactivated or expired;
2.4 Safety and Security of the Property; Property Changes. Client confirms that the Properties listed in Appendix 1 meet and exceed the minimum levels of safety, security, cleanliness and comfort that would be expected by any Guest or be legally required, and that they are as advertised on the Property Listing. Client acknowledges its obligation to provide Angel Host with advance notice of any changes expected to the Property (e.g. new amenities), as well as any adverse elements that could affect the Guests’ experience (e.g. construction work, expected hurricanes, etc.);
2.5 Client Status. Client confirms that it is either the Property Owner holding valid title to the Property or is a Property Manager that has validly obtained the rights to exclusively promote and/or manage the Property from the Property Owner. Client will immediately inform Angel Host of any changes in its ownership rights or its rights to exclusively manage and/or promote the Property, at which time Angel Host shall have the right, at its sole discretion and at any time, to make changes to or to terminate this Agreement;
2.6 Use of the Owner’s Portal and Property Calendar. Client agrees to exclusively use the Owner’s Portal to block any dates (e.g. Client’s personal bookings, maintenance, etc.). Client agrees that this is the only way to ensure that the Property Calendar is up to date and to prevent double bookings;
2.7 Double Bookings; Client Cancellation. In the event of a double booking caused by Client, Client accepts that the booking processed by Angel Host will take precedence and will be honoured. Angel Host will not be responsible for any loss incurred by Client or any other third party in the case of a double booking caused by Client. For greater certainty, in the event of a Guest reservation cancellation by Client, Client is responsible for covering any Booking Platform cancellation penalty and/or relocation fees and Credit Card Fees and will pay Angel Host a $150 USD Guest cancellation penalty;
2.8 Guest Cancellation. Client agrees to the Guest Cancellation Policy and understands that, subject to the applicable Guest Cancellation Policy, the Net Booking Revenue and Net Payment may be $0 or a pro rata amount of the initially foreseen total. Notwithstanding the Guest Cancellation Policy in place, in some extreme circumstances, Angel Host may, at its full discretion, provide a full refund to the Guest, using Airbnb’s “Extenuating Circumstances Policy” as a general guideline. This policy can be found at https://www.airbnb.com/help/article/1320/;
2.9 Angel Host Digital Assets. Client agrees that all text and images produced by Angel Host with respect to the Properties for use in the Property Listing or otherwise are, and will remain, the property of Angel Host and cannot be used by Client without Angel Host’s prior written consent. Client may arrange to purchase any text or images produced by Angel Host at a price negotiated between the parties;
2.10 License to Use Client Material. Client grants Angel Host a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to use, reproduce, display, modify, distribute and promote all images, text and other content provided by Client and included in the Property Listing, as part of its marketing efforts, either on the Angel Host website, Booking Platform, or as part of any other marketing initiative. Client represents and warrants that it has all necessary rights to grant such license;
2.11 Local Services. Client is responsible, or has secured a third-party person or company, to coordinate on-the-ground services for Guests, including, but not limited to, cleaning, guest emergencies, etc. Client further agrees to monitor its Reservation Report to take note of check-in and check-out dates to ensure the Property is ready for Guests at time of check-in;
2.12 Guest Communication. Client will be available and will take responsibility for handling Guest issues that may arise during a Guest’s stay. While Angel Host can communicate with Guests if you are under our Full Service model and assist in resolving Guest issues, Client may need to get involved to solve Guest issues for which a local presence is required (e.g. maintenance issues, misplaced keys, missing amenities, etc.);
2.13 Compliance with Laws. Angel Host is a marketing company and is not leasing, renting, subleasing or offering to rent or sublease the Properties. When a Property is rented, the rental agreement is between the Guest and Client, not between the Guest and Angel Host. It is therefore the responsibility of Client to ensure that Client and all Properties abide by all local, provincial, state and federal laws and regulations as well as all other applicable rules (including, but not limited to, co-ownership rules) and that the necessary permits and consents have been obtained to rent the Properties;
2.14 Sale of Property. In the event that the Property is put up for sale, Client will immediately inform Angel Host and will make sure that the Guests will not be asked for a Property visit during the Rental Period, unless: (i) indicated in the Property Listing at the time of Guest booking; and (ii) Angel Host is notified of any Property visit at least 24 hours in advance of any scheduled visit. If a Property is put up for sale, Angel Host will limit the booking availability window to a period it deems appropriate from the date Angel Host is first informed that the Property is for sale;
2.15 Insurance. Client confirms that Property is covered by a third-party liability insurance policy which provides sufficient coverage to the Guests and Client from damages or liabilities;
2.16 Angel Host Fee. In exchange for the Services provided by Angel Host, Client will either, as applicable: (i) pay the Angel Host Fee on all Property rentals either initiated or handled by Angel Host; or (ii) permit Angel Host to withhold the Angel Host Fee upon Angel Host’s remittance of the Net Payment to Client;
2.17 Taxes. Client is solely responsible for calculating, producing and paying its tax returns and remitting, when applicable, the Occupancy Tax to the proper tax authorities;
2.18 Credit Card Chargebacks. Client understands that all credit card payments are subject to chargebacks and reversals (e.g. due to fraud or Guests filing a claim with their bank). In such cases, Client is responsible for any such chargebacks or reversals, plus the applicable chargeback and reversal fees from the Credit Card Processor Agreement. The Angel Host Fee will not apply on reversed charges; and
2.19 Confidentiality. Client agrees that all marketing material and any other information relating to the Services or Angel Host’s business, whether provided orally, in writing, in computer-readable form or otherwise, including this Agreement, belongs to Angel Host and shall be kept confidential, whether or not such material or information is specifically identified as confidential. Client agrees that such material and information is protected by copyright, trade secrets and other intellectual property laws and undertakes not to sell, license, modify, distribute, copy, reproduce or transmit this information to any third party at any time, except upon the prior written consent of Angel Host.
2.20 Refund Authority Clause. In exceptional circumstances, including but not limited to significant issues with cleanliness, lack of advertised amenities, or guest conduct that becomes unmanageably aggressive or difficult, Angel Host reserves the right to offer a full refund to the guest. This decision will be made judiciously and in cases where such action is deemed necessary for employee safety, guest satisfaction, or risk management (e.g. avoiding a listing from being suspended on Airbnb). This authority is granted notwithstanding any other provision in this Agreement, and Client will be notified of such actions at the earliest practical opportunity.
3. Warranty Disclaimer; Limitation of Liability
3.1 Warranty Disclaimer. ANGEL HOST EXPRESSLY DISCLAIMS ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, VENDORS AND LICENSORS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS EXPRESS, LEGAL OR IMPLIED NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY.
3.2 Acceptance of Risk. Client acknowledges and accepts the risks involved in the short-term rental of its Property, which may include fines and other penalties resulting from city code violations, penalties and constraints imposed by condo board regulations, damage to its Property and any personal belongings therein, theft and other Guest complaints, issues and interactions. As detailed more fully in Section 3.3 below, Angel Host shall not be responsible for any such risks. It is Client’s obligation to follow up on any short-term rental issues with local authorities, condo boards or the applicable Booking Platforms.
3.3 Exemption from Responsibility. As a company providing marketing services to Client, Angel Host shall not, in any way or at any time, be liable and assumes no responsibility for any losses or damages arising directly or indirectly from:
3.3.1 Act or omissions by Guests, including, but not limited to, booking cancellations or damage to the Property;
3.3.2 Acts or omissions by Client, including, but not limited to, damages suffered by third parties or Guests because of Client in any way relating to the Property or arising from other services provided to the Guest by Client during the Rental Period (e.g. injury to the Guest from unsafe premises, airport transportation, etc.), breach or violations of applicable legal requirements relating to the rental or ownership of the Property, such as unpaid Occupancy Taxes or operating without a permit, or the breach of any other applicable laws or regulations, representations, warranties, undertakings or commitments by Client set out in this Agreement;
3.3.3 Acts and omissions by other third parties; and
3.3.4 Any matter arising from the booking of the Property, processing of payments for the rental of the Property or software malfunction by either the Guest, Client, online platforms, merchant of record, Booking Platforms, financial institutions or other third parties.
3.4 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT MAY ANGEL HOST, ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, VENDORS AND LICENSORS BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR (II) ANY LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THE AGREEMENT (INCLUDING ALL OF ITS APPENDICES, THE PRICING PROPOSAL AND ANY OTHER RELATED DOCUMENT), OR CAUSED BY THE SERVICES, OR THE MISUSE OR INABILITY TO USE THE SERVICES, EVEN IF ANGEL HOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION: WHETHER IN CONTRACTUAL LIABILITY, APPLICATION OF THE WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OF MANUFACTURERS AND VENDORS, STRICT CIVIL LIABILITY OR UNDER ANY OTHER LEGAL THEORY.
3.5 Limitation of Liability. Subject to Section 3.2 and notwithstanding any other provision of this Agreement, the maximum and entire liability of Angel Host in respect of the claims of Client, Guest or any other person arising under this Agreement shall be limited to the amount of Angel Host Fees paid by Client to Angel Host during the 6-month period preceding the event from which the liability arises.
3.6 Indemnification of Angel Host. Client shall indemnify and hold harmless Angel Host, its affiliates, shareholders, officers, directors, employees, subcontractors, vendors and licensors, from and against any and all third-party claims, including legal fees, arising out of or in any way related to the Agreement or to Client’s rental agreement with a Guest, to any injury to a Guest, or to loss of use or enjoyment of the Property.
4. Term and Termination
4.1 Term. This Agreement will commence on the Effective Date and will remain in effect until terminated in accordance with the terms and conditions of this Section 5.
4.2 Termination. Each party may terminate this Agreement at any time upon providing written notice to the other party, with termination taking effect 30 business days after written notice is sent by the terminating party (the “Effective Date of Termination”), subject to Client honouring any Guest reservations for the Property scheduled in the 12 months following the Effective Date of Termination.
4.3 Effect of Termination – Property Listing. Angel Host will either (a) unpublish the Property Listing, for any Property Listing initially created by Angel Host; or (b) remit the Property Listing login information to Client, for any Property Listing initially created by Client.
4.4 Effect of Termination – Guest Management and Angel Host Fees. If applicable, Angel Host shall remain responsible for any Guest reservation initiated by Angel Host prior to the Effective Date of Termination, and shall earn the Angel Host Fee for all such reservations, including when the Guest reservation is scheduled to take place after the Effective Date of Termination. If Client does not honour any Guest reservation initiated by Angel Host and scheduled in the 12 months following the Effective Date of Termination, Client authorizes Angel Host to charge its credit card for: (a) the total Angel Host Fee to which Angel Host would have otherwise earned, in accordance with the most recent Reservation Report; and (b) any cancellation penalty or fee charged to Angel Host by a Booking Platform.
4.5 Survival. Sections 3 and 5 will survive termination of this Agreement.
5. Miscellaneous
5.1 Modification of the Agreement. Angel Host shall have the right to modify, amend or update this Agreement at any time at its sole discretion, by providing Client with 30 days’ prior written notice. Such revised Agreement shall be deemed accepted by Client if it continues to use the Services.
5.2 Relationship between the Parties. The Agreement is an agreement between independent legal entities and neither party is the agent or employee of the other party for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement or to incur any obligation or liability on behalf of the other party. Under no circumstance will Angel Host be considered either Client, Property Owner or Property Manager’s employee or agent.
5.3 Assignment. Client may not assign this Agreement without the prior written consent of Angel Host.
5.4 Entire Agreement. This Agreement (including all of its Appendices and the Pricing Proposal, which form an integral part hereof) constitutes the entire agreement between the parties with respect to the subject matter hereof and is binding on the successors and assigns of the parties.
5.5 Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full effect.
5.6 Waiver. The failure of a party to enforce any provision of the Agreement shall not constitute a waiver of such provision or the right of such party to enforce such provision and every other provision.
5.7 Governing Law; Jurisdiction. The Agreement will be governed by, interpreted and construed in accordance with the laws of the province of Québec, Canada and the laws of Canada applicable therein, other than rules governing conflicts of laws. Each of the parties agrees that any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination shall be submitted to the exclusive jurisdiction of the courts of the province of Québec, Canada (district of Montréal).
5.8 For Clients based in Québec, Canada: Language. The parties have required that this Agreement, documents and notices relating to this Agreement be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.
Appendix A: Booking Platform Fee
The Booking Platform Fee is the commission charged by the Booking Platform as indicated below and may be changed by the Booking Platform at any time.
• 3% on Airbnb
• 5% on HomeAway/VRBO
• 15% on Booking.com (18% - 20% when Genius Program is enabled)
ANGEL HOST INC.
360 rue St-Jacques, Suite G101
Montréal, Québec, H2Y 1P5, Canada