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Article 1 (Purpose)

These Terms and Conditions set out the rights, obligations, and responsibilities of Vendit Co., Ltd. (“the Company”) and Users, and all other related matters, in connection with the use of the CMS (Vendit Channel Management System, including online, mobile, and application-based services; “the Solution”) provided by the Company.

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Article 2 (Definitions)

The terms used in these Terms and Conditions are defined as follows.
  1. “Solution” means a system that supports member management, room sales record management, payment program integration, and similar functions so that the Company can provide its services to Users.
  2. “Service” means the room sales record management service that the Company provides through the Solution.
  3. “Room sales record management” means automatically logging in to the online travel and leisure services (OTAs) for which the User has stored an ID and password, collectively checking and managing room sales records, and performing all work incidental thereto.
  4. “Member” means a person who has registered as a member of the Solution and may continuously use the services provided by the Company. The Company may classify Members as “corporate Members”, “individual (business) Members”, and the like, or assign grades to Members, as announced on the Solution.
  5. “User” means a Member who accesses the Solution and receives the services provided by the Company under these Terms and Conditions.
  6. “Service fees” means the fees for the basic services and the additional services provided through the Solution.

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Article 3 (Notice, Explanation, and Amendment of the Terms)

  1. The Company posts on the initial service screen of the Solution the content of these Terms and Conditions, its trade name and the name of its representative, the address of its place of business (including the address at which User complaints can be handled), its telephone number, fax number, and email address, its business registration number, its mail-order business report number, the identity of its personal information protection officer, and similar information, so that Users can readily see them. However, the content of these Terms and Conditions may be made available for Users to view through a linked screen.
  2. The Company may amend these Terms and Conditions within the scope that does not violate applicable laws.
  3. Where the Company amends these Terms and Conditions, it announces the effective date and the reason for the amendment, together with the current Terms and Conditions, on the initial screen of the Solution from seven (7) days before the effective date until the day before the effective date. However, where the amendment is unfavorable to Users, the announcement is made with a prior grace period of at least thirty (30) days. In that case, the Company clearly compares the content before and after the amendment and presents it so that Users can readily understand it.
  4. Where the Company amends these Terms and Conditions, the amended Terms and Conditions apply in principle from the effective date to agreements already concluded and to services in progress; provided that the retroactive effect of the amended Terms and Conditions may be separately prescribed in an addendum.
  5. Matters not prescribed in these Terms and Conditions, and the interpretation of these Terms and Conditions, are governed by the Act on the Regulation of Terms and Conditions, the Commercial Act, the Civil Act, and other applicable laws or commercial practice.

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Article 4 (Formation of the Solution Use Agreement)

  1. A Solution use agreement (“the Agreement”) is formed when the User agrees to these Terms and Conditions, applies to use the Solution, and the Company approves the application. The Agreement may be substituted by membership registration and the Company’s approval thereof.
  2. A User who wishes to use the Solution must enter their own actual information when registering as a member, and the Company may request real-name verification (identity verification) through a specialized institution in order to verify the User’s real name.
  3. When a User applies to use the Solution, the Company may request the following materials evidencing the User’s rights in respect of their business premises.
    1. The name of the business premises
    2. The address of the business premises
    3. The status of the rights the User holds in respect of the business premises
    4. Information on the OTAs that the User uses in respect of the business premises
    5. Other information necessary for the provision of the Solution and the Services
  4. The Company may establish detailed rules concerning applications to use the Solution, and in that case the User must comply with those rules.
  5. The approval under paragraph 1 is given by sending a notice to a contactable means registered by the User, such as a telephone number, email address, or text message, or by any other method determined by the Company, and the Agreement is deemed formed at the time that notice reaches the User.
  6. The Company may withhold or refuse approval of an application to use the Solution, and may subsequently terminate the Agreement, in any of the following cases. In such a case, the Company may request appropriate materials from the User in order to assess the matters in each subparagraph.
    1. Where the User has not completed the membership registration procedure provided by the Company, or has not complied with the membership registration method
    2. Where the User is not a legitimate business operator eligible to use the Solution
    3. Where the User does not provide the information required for the application, or the information provided is false
    4. Where the User applies as an agent without lawful authority of agency
    5. Where the User is a business operator in a competitive relationship with the Services
    6. Where use of the Services is not possible under applicable laws
    7. Where the User intends to use the Solution for an improper purpose, such as obstructing business or unlawfully obtaining information
    8. Where the Company determines that accepting the application would significantly impede its operation of the Solution, or where approval is not possible due to the Company’s circumstances
  7. The Company may withhold approval of an application for reasons such as technical problems.
  8. Where an application is withheld or refused, or the Agreement is terminated, because it falls under paragraph 6 or paragraph 7, the Company must inform the User of that fact unless there are special circumstances.

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Article 5 (Provision and Modification of Services)

  1. The Company provides the following services through the Solution.
    1. Automatic login to the online travel and leisure services (OTAs) for which the User has stored an ID and password
    2. Room sales record management and the services incidental thereto
    3. Provision of the online platform necessary for the User to use the services in each of the preceding subparagraphs and to view information
    4. Other work determined by the Company
  2. The Company may change the content of the services provided through the Solution in cases such as an amendment of applicable laws, a material business need, or a change in technical specifications. In that case, the Company specifies the content of the changed services and the date of provision and announces them immediately at the place where the current service content is posted.
  3. Where the Company changes, for a reason under paragraph 2, the content of services that it agreed with a User to provide, it immediately notifies the User of the reason at an address at which the User can be notified.
  4. In the case of paragraph 2, the Company compensates the User for any damage the User suffers as a result. This does not apply where the Company proves that it acted without intent or negligence.
  5. A User may not request services other than those in each subparagraph of paragraph 1 without a separate agreement. Where additional services beyond those subparagraphs are required, the User may enter into a separate agreement, either at the same time as or after the formation of the Agreement, under terms and conditions presented separately from these Terms and Conditions.
  6. The Company may select strategic partners in order to provide high-quality services, and may provide service partnerships and jointly developed services.

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Article 6 (Interruption of Services)

  1. The Company may temporarily suspend the provision of the Solution and the Services in any of the following cases.
    1. Where a cause arises such as maintenance, inspection, replacement, or failure of information and communications facilities such as servers, or a network problem
    2. Where the User has failed to pay one or more instalments of the service fees
    3. Where the User refuses the services and the processing of work through the Solution
    4. Where necessary to respond to an electronic intrusion incident such as hacking, a communications incident, abnormal usage behaviour by Members, or unforeseen instability of the Services
    5. Where normal provision of the Services is impossible due to a natural disaster, a state of emergency, a power outage, a failure of service facilities, or a surge in service usage
    6. Where there is a material management need of the Company, such as a division, merger, business transfer, or discontinuation of business of the Company, or a deterioration in the profitability of the relevant service
  2. The Company compensates Users or third parties for damage suffered as a result of the temporary interruption of the provision of the Services for a reason under paragraph 1. This does not apply where the Company proves that it acted without intent or negligence.
  3. Where the Company becomes unable to provide the Services for reasons such as a change in the content of its business, abandonment of its business, or an integration between companies, the Company notifies Users by the method prescribed in Article 15 and provides compensation in accordance with the conditions originally presented by the Company.

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Article 7 (Membership Registration)

  1. A Member applies for membership registration by registering their member information in the registration form determined by the Company and then indicating their intention to agree to these Terms and Conditions. The Company may request the submission of supporting materials necessary to verify the eligibility of corporate Members and the like.
  2. The Company registers as a Member any User who has applied to join as a Member under paragraph 1, unless the User falls under any of the following subparagraphs.
    1. Where the applicant has previously lost membership status under Article 14, paragraph 2; provided that this does not apply where three (3) years have elapsed since the loss of membership status under Article 14, paragraph 2 and the applicant has obtained the Company’s consent to re-register as a Member
    2. Where the registration details contain falsehoods, omissions, or errors
    3. Where the applicant does not submit the supporting materials requested under paragraph 1
    4. Where the applicant is under 14 years of age as at the date of membership registration
    5. Where registration as a Member is otherwise determined to significantly impede the Company’s policies or the technical provision of the Services
  3. A membership registration agreement is formed at the time the Company’s acceptance reaches the Member.
  4. Where there is any change to the matters registered at the time of membership registration, the Member must notify the Company of the change without delay, such as by amending their member information.

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Article 8 (Obligations of the Company)

  1. The Company must endeavour to provide a stable Solution to Users and must comply with these Terms and Conditions and applicable laws.
  2. In order to fulfil the obligation in the preceding paragraph, the Company must maintain optimal personnel, systems, and security.
  3. So that Users can use the Services safely, the Company must publish and comply with a privacy policy, and must endeavour to ensure that Users’ personal information is not disclosed or provided to third parties except as prescribed in the privacy policy.

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Article 9 (Obligations of Users)

  1. A User must provide, through the Solution, the accurate information requested by the Company so that the Services can be provided smoothly.
  2. A User must agree to these Terms and Conditions in order to use the Solution.
  3. A User must comply with these Terms and Conditions, applicable laws, and the matters announced by the Company, and may not engage in any other act that impedes the Company’s performance of its work.
  4. A User has an obligation to pay the Solution service fees on the date determined by the Company.
  5. A User may not copy, reproduce, adapt, or translate information obtained by using the Solution or the outputs of the Solution, or provide them to any other person, without the Company’s prior written consent.
  6. A Member must take particular care in managing their account (ID) and password, and must notify the Company immediately upon discovering that their account (ID) has been used improperly.
  7. In connection with the use of the Solution, a Member must not engage in any of the following acts.
    1. Entering false information when applying for membership registration or making changes
    2. Misappropriating another person’s information (including personal information and payment information)
    3. Improperly using another Member’s account (ID)
    4. Using the Solution for the purpose of a criminal act, or engaging in any act otherwise related to a criminal act
    5. Acts contrary to good morals or other social order
    6. Acts that defame or insult another person
    7. Acts that infringe the rights of another person, such as intellectual property rights
    8. Hacking or distributing computer viruses
    9. Transmitting advertising or advertising information without the recipient’s consent, or other acts for business purposes
    10. Acts that violate the Telecommunications Business Act or the Act on Promotion of Information and Communications Network Utilization and Information Protection, such as sending spam messages or faxes
    11. Any act that impedes, or is likely to impede, the stable operation of the Services
    12. Other acts that violate applicable laws

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Article 10 (Solution Service Fees)

  1. A User must pay service fees for the services provided through the Solution.
  2. A User must pay the Solution service fees for each month by the method in Article 11.
  3. On the initial formation of the Agreement, the service fees must be paid in a lump sum based on the date from which work is actually to be processed.
  4. Separate additional service fees must be paid upon each application for an additional service.
  5. Even if the service fees change during the term of the Solution use agreement, the Company does not apply the change retroactively to the Solution currently in use, unless there are special circumstances.
  6. The Company may charge the service fees under a Solution use agreement in advance.

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Article 11 (Payment of Service Fees and Payment Methods)

  1. The service fees in the preceding Article are paid by card as a matter of principle, and for this purpose the User must register a payable card on the Solution provided by the Company.
  2. Payment of the service fees is carried out in the following ways.
    1. Recurring payment: paying the basic service fees for one month in advance each month
    2. One-time payment: paying a specific service fee, such as for an additional service, in advance of the provision of each service
    3. Annual payment: paying one year of basic service fees in a lump sum
  3. Where a User’s plan changes, the payment method remains the same as before, and the service fees for the month in which the User applies for the plan change (that is, that billing cycle) are not separately pro-rated or refunded. In the case of annual payment, the service fees up to the month in which the User applies for the plan change (that is, that billing cycle) are calculated at list price, and the difference is then additionally charged or refunded.

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Article 12 (Exclusion of Application)

Because the Company’s provision of the Solution to Users is a business-to-business transaction, consumer-related standards such as the Act on the Consumer Protection in Electronic Commerce, Etc. do not apply.

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Article 13 (Use and Termination of the Solution)

  1. The Solution may be used immediately after the Agreement is formed.
  2. A User may use the services provided by the Company in accordance with these Terms and Conditions and the Company’s rules.
  3. The Company has comprehensive authority over the creation, modification, maintenance, and repair of the content of the services provided to Users.

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Article 14 (Membership Withdrawal and Loss of Membership Status)

  1. A Member may request withdrawal from the Company at any time, and the Company processes the withdrawal immediately.
  2. Where a Member falls under any of the following subparagraphs, the Company may restrict, suspend, or revoke the Member’s membership status.
    1. Where the Member registered false information when applying for membership or making changes
    2. Where the Member fails to perform an obligation under the Agreement, such as payment of amounts due
    3. Where the Member fails to perform the obligations it bears in connection with the use of the Solution and the Services
    4. Where the Member impedes the Company’s operation of the Solution, such as by obstructing another User’s use of the Services or misappropriating another User’s information
    5. Where the Member uses the Solution to engage in an act prohibited by law or by these Terms and Conditions, or contrary to public order and good morals or to commercial practice
    6. Where the Member states or spreads false facts without grounds, in connection with the Company’s provision of the Services or in respect of a third party, thereby damaging the reputation of the Company or a third party or harming the trustworthiness of the Company or the Solution
    7. Where, in the course of using the Services, the Member obstructs the Company’s work by inappropriate means such as abusive language, threats, or obscene conduct towards the Company’s officers or employees
  3. Where the Company revokes a Member’s membership status, it notifies the Member and grants the Member an opportunity to explain within a set period.
  4. Where a User who entered into the Agreement with membership status withdraws or loses membership status under this Article, the Company may change the scope of that User’s use of the Solution.

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Article 15 (Notices to Members)

  1. Where the Company gives notice to a User, the Company may give notice to the email address the User registered at the time of membership registration.
  2. In the case of a notice to an unspecified number of Users, the Company may substitute individual notice by posting the notice on the Solution for at least one week. However, individual notice is given for matters that have a material effect on the User’s own transactions.

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Article 16 (Modification and Cancellation of Agreements)

  1. Where a User wishes to modify, cancel, or invalidate the content of an agreement, the matter is governed by the relevant agreement and applicable laws.
  2. The Company bears no liability whatsoever for a modification, cancellation, or invalidation under paragraph 1 unless there is intent or negligence on the part of the Company.

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Article 17 (Performance of the Agreement)

  1. A User who has entered into an agreement must faithfully perform its contractual obligations as prescribed in the agreement.
  2. The Company may request a User who has entered into an agreement to confirm the status of performance of the agreement, and the User must respond faithfully to that request. The Company may use such information for advertising, publicity, or promotion of the Solution.

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Article 18 (Information Protection)

  1. In collecting, using, and processing Users’ personal information, the Company acts in accordance with its privacy policy.
  2. The Company takes the measures necessary to maintain confidentiality in respect of information among a User’s information that must be kept confidential rather than disclosed.
  3. Where information provided by a Member to the Company must be kept confidential, the Member must state in advance that it is confidential information.

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Article 19 (Obligations Regarding a Member’s ID and Password)

  1. Responsibility for managing a Member’s ID and password rests with the Member.
  2. A Member must not allow a third party to use their ID and password. However, in the case of a corporate Member, a designated officer or employee of that Member may use them, as separately prescribed.
  3. Where a Member loses their ID and password or becomes aware that a third party is using them, the Member must notify the Company immediately and must follow the Company’s instructions where given.

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Article 20 (Rescission and Termination of the Agreement)

  1. The Company or a User may rescind or terminate the Agreement in any of the following cases.
    1. Where a party fails to perform an obligation prescribed in these Terms and Conditions or in an individual agreement and, despite being urged to perform within a reasonable period, fails to perform within that period
    2. Where the Company and the User agree to end the Agreement
  2. Where the Agreement is rescinded or terminated under subparagraph 1 of the preceding paragraph, the party that breached its contractual obligations must pay the other party a penalty in the amount set out in the following subparagraphs.
    1. Where the remaining contract term is one (1) year or more: 10% of the total monthly service fees for one (1) year
    2. Where the remaining contract term is less than one (1) year: 10% of the total monthly service fees for the remaining contract term
  3. Where the Agreement is rescinded or terminated under this Article, the Company does not separately pro-rate or refund, out of the service fees paid by the User, the service fees for the month in which the date of rescission or termination falls (that is, that billing cycle). In the case of annual payment, the service fees up to the month in which the date of rescission or termination falls (that is, that billing cycle) are calculated at list price and deducted, and the remaining balance is refunded. For clarity, this is separate from the obligation to pay the penalty under paragraph 2.

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Article 21 (Compensation for Damages)

  1. Where a User causes damage to the Company by breaching these Terms and Conditions or an agreement, the User is liable to compensate the Company for that damage.
  2. Unless there is intent or gross negligence on the part of the Company, the Company is not liable to compensate for any damage incurred by a User in connection with a suspension of service, a failure, or otherwise in connection with the use of services that the Company provides free of charge.

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Article 22 (Exemption of the Company)

  1. All responsibility for damage arising from carelessness in the management and use of an account (ID) and password, or for improper use by a third party, rests with the User.
  2. Some of the Services may be provided through services provided by other business operators, and the Company is exempt from liability for damage arising from services provided by other business operators unless there is intent or gross negligence on the part of the Company.
  3. The Company bears no liability in the following cases.
    1. Where the Services cannot be provided due to a force majeure event such as a natural disaster
    2. Damage arising from errors in materials provided by the User
    3. Where the processing of work is delayed or impossible due to a failure of communications equipment, a communications line, or the Company’s computer systems
    4. Where damage arises from the User’s poor management or carelessness, such as virus intrusion or installation of unlawful software
    5. Interruption of the Services due to a system failure, a surge in service usage, or a natural disaster
    6. Interruption of the Services due to a failure of a telecommunications provider’s communications line or computer systems
    7. Where an OTA is discontinued, or the Services cannot be continued by order of a supervisory authority
    8. Where the Company has fulfilled its duty as a good manager without negligence, in accordance with ordinary work processing procedures
    9. Any other case that is not an incident caused by the Company’s negligence

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Article 23 (Ownership of Copyright and Restrictions on Use)

  1. The copyright and ownership of the Solution belong to the Company.
  2. A User has the right to use the Solution within the scope permitted by the Company.
  3. Copyright and other intellectual property rights in works created by the Company belong to the Company.
  4. A User may not modify the Solution to create a derivative work and distribute or sell it without the Company’s consent.
  5. A User must endeavour to protect the Solution and must not infringe the Company’s rights in the Solution. A User must not, without the prior consent of the Company or another User, reproduce, transmit, publish, distribute, broadcast, or otherwise use for profit, or allow a third party to use, information obtained by using the Solution in which intellectual property rights belong to the Company or another User.

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Article 24 (Confidentiality Obligation)

  1. Neither party may disclose to a third party, or use for any other purpose, the trade secrets of the other party acquired in the course of entering into and performing these Terms and Conditions and the Agreement, both during the term of the Agreement and after its termination. This does not apply where disclosure is unavoidably required by applicable laws or by the demand of a government authority.
  2. Where a party suffers damage as a result of a breach of the preceding paragraph, the injured party may claim compensation for damages from the other party.

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Article 25 (Prohibition of Assignment of Rights and Obligations)

Neither party may assign or transfer its rights or obligations under these Terms and Conditions to a third party without the written consent of the other party.

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Article 26 (Dispute Resolution)

  1. Where a dispute arises in connection with these Terms and Conditions, the parties cooperate with each other to resolve it amicably.
  2. The Company gives priority to handling complaints and opinions submitted by Users. However, where prompt handling is difficult, the Company immediately notifies the User of the reason and the processing schedule.

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Article 27 (Jurisdiction and Governing Law)

  1. Litigation concerning a dispute arising between the Company and a User in connection with the use of the Services is resolved by litigation in the competent court under the Civil Procedure Act.
  2. The laws of the Republic of Korea apply to the use of the Solution and the Services and to the interpretation of these Terms and Conditions.

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Addendum (June 1, 2023)

  1. These Terms and Conditions take effect on June 1, 2023.