Under what circumstances is FreedomPay not liable for failing to fulfill its obligations to a Crowne Plaza hotel?
Crowne_Plaza Franchise · 2025 FDDAnswer from 2025 FDD Document
Except as otherwise provided herein, neither Hotel, IHG, nor FreedomPay is liable for failing to fulfill its obligations (except for payment obligations) due to acts of God, acts of war, failure of utility or communications infrastructure, or other causes beyond the non-performing party's reasonable control.
FreedomPay will not be liable for failing to fulfill its obligations if it is prohibited from doing so by any security or other measures, imposed by Hotel, restricting access to any equipment.
IF OFFLINE MODE IS DISABLED, INTERNAL NETWORKING ISSUES IN HOTEL'S SYSTEMS WILL MAKE SUCH SYSTEMS UNABLE TO ACCEPT CREDIT CARD TRANSACTIONS.
FURTHER, IF FREEDOMPAY'S GATEWAY IS OFF-LINE OR OTHERWISE UNAVAILABLE, HOTEL WILL NOT BE ABLE TO ACCEPT CREDIT CARD TRANSACTIONS AT ALL (I.E., IN OFF-LINE MODE).
FREEDOMPAY IS NOT RESPONSIBLE FOR FREEDOMPAY'S SYSTEMS DOWNTIME RESULTING FROM OFFLINE MODE BEING DISABLED, OR FOR ISSUES THAT ARE CAUSED BY HOTEL'S INTERNAL NETWORK OR SYSTEMS, CAUSING SUCH SYSTEMS TO GO OFFLINE, AND FREEDOMPAY'S SERVICE LEVELS WILL BE DEEMED NOT IMPACTED IN ANY WAY BY SUCH DOWNTIME.
FOR CLARITY, IF OFFLINE MODE IS DISABLED, HOTEL WILL NOT BE ELIGIBLE FOR ANY REFUNDS OF FEES, AND FREEDOMPAY'S WARRANTIES ARE VOIDED.
IF PROMPTING FOR THE CARD VERIFICATION VALUE ("CVV") IS DISABLED (FOR MANUAL TRANSACTIONS ONLY), HOTEL ACKNOWLEDGES AND AGREES THAT ANY INTERCHANGE DOWNGRADES RESULTING FROM SUCH CVV DISABLEMENT, AND ANY LIABILITY FOR INCREASED INTERCHANGE CHARGES AND MERCHANT SERVICES CHARGES RESULTING FROM SUCH CVV DISABLEMENT ARE THE SOLE OBLIGATION OF HOTEL, AND FREEDOMPAY SHALL HAVE NO LIABILITY TO HOTEL FOR SUCH CHARGES.
FREEDOMPAY IS NOT LIABLE FOR ANY FRAUD OR CHARGEBACKS TO HOTEL IF A PIN KEY IS BE AVAILABLE FOR HOTEL'S IMPLEMENTATION.
Hotel shall be responsible for procuring from its acquiring bank any necessary PIN keys and KSNs needed to allow pin-debit payment card Transactions.
Hotel agrees that FreedomPay shall have no liability or obligation to Hotel for any Transactions not submitted or reported to FreedomPay for settlement within sixty (60) days after the actual date of the Transaction.
For Transactions submitted or reported after such time limit, FreedomPay will attempt to settle such Transactions if the data is available, but FreedomPay will have no liability to Hotel if it is unable to settle such Transactions.
If Hotel fails to implement any non-hosted update when required as set forth in this Section, FreedomPay reserves the right to terminate operational support for the prior release (even if Hotel continues to rely on the prior release) and will not be deemed in breach for doing so.
Source: Item 23 — Receipts (FDD pages 100–424)
What This Means (2025 FDD)
According to the 2025 FDD, FreedomPay's liability to a Crowne Plaza hotel is limited under several specific circumstances. These limitations primarily relate to issues stemming from the hotel's own actions or external factors outside of FreedomPay's direct control.
FreedomPay is not liable for failures to fulfill obligations due to events classified as force majeure, which include acts of God, acts of war, or failures of utility or communications infrastructure. Additionally, FreedomPay is not responsible if its ability to fulfill obligations is hindered by security measures imposed by the Crowne Plaza hotel that restrict access to equipment. If the Crowne Plaza hotel disables the offline mode for credit card transactions, FreedomPay is not responsible for any resulting downtime or inability to process transactions, and the hotel will not be eligible for fee refunds, effectively voiding FreedomPay's warranties. Similarly, if the hotel disables the CVV prompt for manual transactions, the hotel assumes sole responsibility for any increased interchange charges.
Furthermore, FreedomPay is not liable for fraud or chargebacks if a PIN key is unavailable for the hotel's implementation. The Crowne Plaza hotel is responsible for obtaining necessary PIN keys and KSNs from their acquiring bank. FreedomPay also has no liability for transactions not submitted or reported for settlement within 60 days of the transaction date; while FreedomPay will attempt to settle transactions submitted after this period, they are not liable if unable to do so. If the Crowne Plaza hotel fails to implement required non-hosted updates, FreedomPay can terminate operational support without being considered in breach of contract.
These limitations of liability highlight the importance of the Crowne Plaza franchisee understanding their responsibilities in maintaining their systems, adhering to security protocols, and promptly managing transaction settlements to ensure smooth operations and avoid potential financial liabilities. Franchisees should ensure they understand the FreedomPay P2PE Instruction Manual (PIM) and comply with its requirements to maintain the benefits described within it.