These Terms & Conditions ("Terms") govern the provision of services by Plover Limited ("Plover", "we", "us", "our") to the hotel, accommodation provider or other business customer accepting these Terms ("Hotel", "you", "your").

By signing an order form, agreeing to these Terms, or using the Services, the Hotel agrees to be bound by these Terms.

1. About Plover

Plover provides payment scheduling and related software-enabled services designed to help hotels offer guests the option to pay before check-in over time in connection with direct bookings.

Plover may offer one or both of the following products:

(a) Progressive Payment
A payment schedule under which the guest pays all or part of the booking amount before check-in in scheduled instalments or split payments, subject to the applicable cancellation and booking terms.

(b) Progressive Deposit
A payment schedule under which the guest pays a deposit over time before check-in. Unless otherwise agreed, if the guest stops making payments under a Progressive Deposit plan, the guest is not entitled to reimbursement of amounts already paid toward that deposit.

The specific Services made available to the Hotel will be those agreed in writing between Plover and the Hotel.

2. Relationship between the parties

Plover provides the Services to the Hotel as an independent service provider.

The Hotel acknowledges and agrees that:

1. the accommodation contract and booking relationship are solely between the Hotel and the guest;

2. the Hotel is solely responsible for the accommodation services, the booking terms, cancellation terms, refunds owed to guests, check-in policies, and all guest-facing hospitality operations;

3. Plover is not the operator of the Hotel, is not a travel agent or tour operator, and does not provide accommodation services;

4. unless expressly agreed otherwise in writing, Plover acts only as a technology and payment orchestration provider in relation to the Services.

3. Scope of Services

Subject to these Terms, Plover may provide some or all of the following services:

• enabling split or scheduled payments for eligible direct bookings;

• providing booking-related payment plan interfaces or communications;

• collecting, processing, transmitting or reconciling payment-related information;

• facilitating payment flows through third-party payment service providers;

• sending operational notifications relating to upcoming or failed payments;

• providing reporting, dashboards, or administrative tools;

• providing onboarding and reasonable implementation support.

Plover may update, improve or modify the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services purchased by the Hotel.

4. Eligibility and onboarding

Plover may require the Hotel to complete onboarding, due diligence, account setup, and operational configuration before the Services go live.

The Hotel shall provide accurate and complete information requested by Plover for onboarding and ongoing service provision, including business, operational, payment, tax, and contact details.

Plover may refuse onboarding, suspend go-live, or restrict use of the Services if:

• required information is incomplete or inaccurate;

• the Hotel fails due diligence or compliance checks;

• required payment provider setup is incomplete;

• Plover reasonably believes the Hotel’s use of the Services may create legal, compliance, fraud, reputational, or operational risk.

5. Hotel responsibilities

The Hotel is responsible for:

• ensuring that only valid direct bookings are submitted to Plover;

• ensuring that all pricing, taxes, fees, booking conditions, cancellation terms, and refund terms shown or communicated to guests are accurate and lawful;

• ensuring that the guest terms applicable to the booking are clear and enforceable;

• keeping booking status updated, including cancellations, date changes, no-shows, and material amendments;

• reconciling operationally with Plover where manual alignment or manual PMS updates are required;

• complying with all applicable laws, regulations, licensing, tax, consumer, hospitality, and data protection obligations relating to its business and bookings;

• handling all guest complaints, claims, and disputes relating to the stay, the accommodation, or the booking itself.

The Hotel shall not use the Services in a misleading, deceptive, unlawful, discriminatory, or abusive manner.

6. Booking data and payment instructions

The Hotel is responsible for the accuracy and completeness of all booking data and payment instructions shared with Plover.

Plover may rely on information provided by the Hotel, including:

• booking amount;

• deposit amount;

• check-in date;

• cancellation conditions;

• guest contact details;

• booking status.

Plover shall not be liable for losses arising from inaccurate, incomplete, delayed, or outdated information supplied by the Hotel.

7. Payments and third-party providers

Plover may use third-party payment processors, payment gateways, communication providers, infrastructure providers, and other service partners in connection with the Services.

The Hotel acknowledges that payment processing may be subject to the terms, onboarding requirements, technical constraints, and risk decisions of the relevant third-party provider.

Plover does not guarantee:

• approval of any specific transaction;

• uninterrupted availability of any payment method;

• the success of any payment collection attempt;

• the absence of chargebacks, payment failures, fraud events, or processor-imposed restrictions.

Where applicable, the Hotel shall cooperate with Plover and any relevant third-party provider in connection with onboarding, KYC, merchant setup, disputes, chargebacks, and compliance reviews.

8. Product-specific rules

8.1 Progressive Payment

For Progressive Payment:

• the guest pays the applicable booking amount before check-in according to an agreed payment schedule;

• the Hotel remains responsible for the underlying booking terms, including cancellation and refund rules;

• where a booking is cancelled or amended, the treatment of payments already collected shall follow the Hotel’s applicable booking terms, except where otherwise agreed in writing between Plover and the Hotel;

• Plover may stop future scheduled collections if instructed by the Hotel or if the relevant booking is cancelled, amended, disputed, or flagged for risk reasons.

8.2 Progressive Deposit

For Progressive Deposit:

• the guest pays the applicable deposit amount over time before check-in according to an agreed payment schedule;

• unless otherwise agreed in writing, if the guest stops making payments under the deposit plan, the guest shall not be entitled to reimbursement of amounts already paid toward that deposit;

• the Hotel remains responsible for ensuring that this deposit logic is properly reflected in the booking terms presented to the guest;

• Plover may stop future scheduled collections if instructed by the Hotel or if the booking is cancelled, amended, disputed, or flagged for risk reasons.

9. Fees

The Hotel shall pay Plover the fees agreed in writing, including any setup fees, subscription fees, transaction fees, service fees, or other charges set out in an order form, commercial proposal, or other written agreement.

Unless otherwise stated:

• fees are exclusive of VAT and any similar taxes;

• fees paid to Plover are non-refundable;

• third-party processing fees, banking fees, chargeback costs, foreign exchange costs, and similar third-party charges may apply separately.

Plover may suspend the Services for overdue amounts after giving reasonable notice.

10. Refunds, cancellations and guest disputes

As between Plover and the Hotel, the Hotel remains solely responsible for:

• deciding whether a guest is entitled to a refund under the booking terms;

• the amount of any such refund;

• any cancellation, no-show, amendment, or guest service issue relating to the booking or stay.

If Plover processes or facilitates a refund on the Hotel’s instructions, Plover may rely on those instructions as complete and accurate.

The Hotel shall indemnify Plover for losses, claims, refunds, chargebacks, penalties, or costs arising out of:

• inaccurate refund instructions;

• unlawful or misleading booking terms;

• failure to honour the Hotel’s own cancellation or refund obligations;

• disputes concerning the stay, room quality, or hospitality services.

11. Data protection

Each party shall comply with applicable data protection laws in connection with the Services.

To the extent each party processes personal data for its own business purposes, each party acts as an independent controller unless otherwise agreed in writing.

If required, the parties may enter into a separate data processing or data sharing agreement.

The Hotel warrants that it has all necessary rights, notices, and legal bases to share relevant booking and guest data with Plover for the purposes of providing the Services.

12. Intellectual property

Plover and its licensors retain all right, title, and interest in and to the Services, software, documentation, workflows, content, know-how, trademarks, and related intellectual property.

Subject to these Terms, Plover grants the Hotel a limited, non-exclusive, non-transferable, revocable right to use the Services during the term solely for its internal business purposes.

The Hotel shall not:

• copy, modify, reverse engineer, or create derivative works from the Services except as permitted by law;

• resell, sublicense, or white-label the Services without Plover’s prior written consent;

• remove proprietary notices or branding where applicable.

13. Confidentiality

Each party shall keep confidential all non-public commercial, technical, operational, financial, and business information disclosed by the other party and shall use such information only for the purposes of the relationship under these Terms.

This obligation does not apply to information that:

• is or becomes public through no breach of these Terms;

• was lawfully known to the receiving party before disclosure;

• is lawfully obtained from a third party without restriction;

• is independently developed without use of the disclosing party’s confidential information.

14. Warranties and disclaimers

Plover will use reasonable care and skill in providing the Services.

Except as expressly stated in these Terms, the Services are provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, Plover disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Plover does not warrant that the Services will:

• increase bookings or revenue;

• improve conversion or cash flow by any particular amount;

• be available without interruption;

• be free from delays, bugs, or third-party failures.

15. Limitation of liability

To the maximum extent permitted by law:

1. Plover shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, reputation, anticipated savings, or data.

2. Plover shall not be liable for any losses arising from:

   • guest defaults or missed payments;

   • payment processor decisions or failures;

   • chargebacks or fraud by guests or third parties;

   • Hotel booking errors, cancellation errors, refund errors, or operational failures;

   • acts or omissions of third-party providers;

   • force majeure events.

3. Plover’s aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid by the Hotel to Plover in the 6 months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

16. Indemnity

The Hotel shall indemnify and hold harmless Plover and its directors, officers, employees, and contractors against any third-party claims, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• the Hotel’s breach of these Terms;

• the Hotel’s booking terms, cancellation terms, or refund practices;

• the Hotel’s accommodation services or stay-related disputes;

• inaccurate data or instructions provided by the Hotel;

• the Hotel’s breach of applicable law;

• claims by guests relating to the Hotel’s services, except to the extent caused directly by Plover’s breach of these Terms.

17. Suspension and termination

Plover may suspend or restrict the Services immediately if:

• the Hotel breaches these Terms;

• fees remain overdue;

• Plover reasonably suspects fraud, abuse, unlawful activity, or elevated compliance risk;

• continued service would expose Plover to operational, reputational, legal, or financial risk.

Either party may terminate these Terms:

• for convenience on 30 days’ written notice, unless a different minimum term has been agreed in writing;

• immediately for material breach not remedied within 14 days of notice;

• immediately if the other party becomes insolvent or ceases business.

Termination shall not affect accrued rights, payment obligations, or provisions intended to survive termination.

18. Publicity

Plover may not use the Hotel’s name, brand, logo, or property images in public marketing materials without the Hotel’s prior written consent, except where otherwise agreed in writing.

19. Changes to the Terms

Plover may update these Terms from time to time. If a change materially affects the Hotel’s rights or obligations, Plover will provide reasonable notice.

Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms, unless the parties agree otherwise in writing.

20. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of Ireland.

The courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except where the parties agree in writing to an alternative dispute resolution process.