Under what circumstances can the Atwell Suites agreement be terminated before its scheduled expiration date?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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7.0 REPRESENTATIONS, WARRANTIES AND COVENANTS.
- 7.1.1 Hotel Responsibilities. Hotel will, and will cause the Hotel Agents to: (a) test the Next-Gen Payments Solution in the environment of Hotel before use; (b) ensure that the personnel of Hotel are using the Next-Gen Payments Solution correctly; (c) enter information into the Next-Gen Payments Solution accurately and completely; and (d) report any actual or suspected software errors or failures discovered in the course of using the Next-Gen Payments Solution to IHG.
- 7.2 Disclaimer. IHG is not the licensor or provider of any third party solutions made available to Hotel under this Agreement and offers no warranties on the third party solutions. In agreeing to the Third Party Terms, Hotel is relying solely on the warranties of the Third Party Providers, if any, expressly passed through to Hotel under the Third Party Terms. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7.0, IHG HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NETWORK CONNECTIVITY, AVAILABILITY, SOFTWARE, HARDWARE, SYSTEMS, OR TRANSACTION PROCESSING OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY PASS-THROUGH WARRANTY MADE BY A THIRD PARTY PROVIDER OF SERVICES, ALL SERVICES, AND ALL SUPPORT MATERIALS AND OTHER DATA, SOFTWARE OR OTHER ITEMS ARE PROVIDED "AS IS" AND "WHERE IS".
8.0 TERMINATION.
- 8.1 Termination for Cause. If Hotel defaults in the performance of any of its obligations under this Agreement and does not cure such default within twenty (20) days after receipt of a written notice of default from IHG, then IHG may terminate this Agreement, in whole or in part, as of the termination date specified in such written notice. If Hotel breaches the Hotel Agreement, and fails to cure such default within ten (10) days after receipt of a notice of default from IHG or an IHG Affiliate, then IHG may terminate this Agreement, in whole or in part, immediately upon written notice to Hotel as of the termination date specified in the notice, without any cure period.
- 8.2 Termination or Expiration of the Hotel Agreement. In the event that the Hotel Agreement terminates or expires, then this Agreement shall automatically terminate.
- 8.3 Termination for Hotel Bankruptcy Event. IHG may terminate this Agreement, in whole or in part, immediately upon written notice to Hotel upon a Hotel Bankruptcy Event.
- 8.4 Other Remedies. If any of the above events set forth in Section 8.1 through Section 8.3 shall occur, IHG may, in addition to or in lieu of exercising its termination or other, legal, equitable, or contractual rights, limit, reduce, suspend, or terminate Hotel's use of or access to the Next-Gen Payments Solution.
9.0 INDEMNIFICATION.
9.1 Hotel Indemnity. Hotel will defend, indemnify, and hold harmless IHG, its Affiliates, and their respective officers, directors, employees, and agents against any claims, losses, liabilities, and damages arising out of or relating to a breach by Hotel of this Agreement, including the Third Party Terms.
10.0 DAMAGES.
- 10.1 Limitation on Types of Damages. IHG will not be liable to Hotel for any indirect, consequential, special, incidental, or punitive damages, loss of goodwill, loss of profits, personal injury or property damage or loss, corruption, or unauthorized access to or use of data, even if such damages were foreseeable.
- 10.2 Limitation on Amounts of Damages. IHG SHALL NOT BE LIABLE TO HOTEL UNDER THIS AGREEMENT FOR DAMAGES IN EXCESS OF THE FEES PAID BY HOTEL UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.0 MISCELLANEOUS PROVISIONS.
- 11.1 Compliance. Hotel will comply with (i) all Laws applicable to Hotel and the Next-Gen Payments Solution, including all applicable Privacy Laws; and (ii) the policies, requirements, and procedures of IHG that are made available to Hotel from time to time.
- 11.2 Assignment. Neither this Agreement nor any right or interest under this Agreement is assignable or transferable by Hotel.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 Atwell Suites FDD, the agreement can be terminated before its scheduled expiration date under several circumstances. IHG (InterContinental Hotels Group) may terminate the agreement if the franchisee defaults on their obligations and fails to correct the issue within twenty days of receiving written notice. However, if the franchisee breaches the Hotel Agreement, IHG can terminate the agreement immediately with written notice if the franchisee fails to cure the default within ten days. Additionally, the agreement automatically terminates if the Hotel Agreement expires or terminates. IHG can also terminate the agreement immediately if a Hotel Bankruptcy Event occurs.
Furthermore, if IHG's agreement with HotelKey regarding the PMS (Property Management System) Solution terminates or expires, IHG has the option to terminate the agreement with the franchisee or migrate the hotel to an alternative solution. If the franchisee does not want to migrate to the alternative solution, they must notify IHG in writing within thirty days of the Alternative Solution Notice. Failure to do so means the franchisee accepts the alternative solution and its terms.
Outside of IHG terminating the agreement, the franchisee also has options for early termination. The franchisee may terminate the agreement without penalty if the Merchant Services Referral Agreement between Processor and Six Continents Hotels, Inc. expires or terminates. In this case, the franchisee is entitled to receive Termination Assistance Services, unless the termination was caused by the franchisee. Additionally, either party can terminate the agreement if the other fails to comply with a material term or condition and does not remedy the failure within 60 days after receiving written notice.
These termination conditions are typical in franchise agreements, as they protect both the franchisor and franchisee in various scenarios such as breach of contract, bankruptcy, or changes in business relationships. Prospective Atwell Suites franchisees should carefully review all termination clauses in the franchise agreement to understand their rights and obligations, as well as the potential financial implications of early termination.