For Even Hotels, how is the "Monthly Uptime Availability" calculated for the PMS Solution?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
For the purposes of this "Monthly Uptime Availability" service level, (A) "Available" or "Availability" means that the PMS Solution is available for access by the Hotel and (B) "Monthly Uptime Availability" will be calculated by subtracting from 100% the percentage of minutes during an applicable calendar month that the PMS Solution is not "Available", excluding any "Excluded Downtime" (as defined below).
Service credits will be calculated by multiplying the "Service Credit Percentage" by the fees actually paid by Hotel for the PMS Solution during the calendar month in which HotelKey failed to satisfy the "Monthly Uptime Availability" service level.
For the avoidance of doubt, the fees actually paid by Hotel for the PMS Solution will only include those fees set forth in the "Solution and Pricing" section of the cover page of this Agreement and will not include any fees, charges, or expenses arising from any collateral offerings (or any other services, technology, or other offerings that are not the PMS Solution).
The "Monthly Uptime Availability" service level shall not apply and the PMS Solution shall be deemed "Available" where any unavailability results from or relates to any of the below ("Excluded Downtime"):
x Hotel's or any third party's platforms, software, equipment, hardware, systems, applications, or other technology in Hotel's information technology environment (other than the PMS Solution or the platforms, software, equipment, hardware, systems, applications, or technology of a third party provider used to provide the PMS Solution to Hotel);
x Any failure of Hotel's internet service provider, utility companies, or other contractors, subcontractors, suppliers or vendors that Hotel utilises or relies on to access the PMS Solution or access the internet;
x The occurrence of any event or circumstance outside of the control of HotelKey or IHG (including the occurrence of any "force majeure" event as set forth in Section 11.5 (Force Majeure) of the Agreement);
x Any scheduled maintenance related to the PMS Solution;
x Any emergency maintenance related to the PMS Solution performed for the purposes of addressing any security matter; or
x Any actions or inactions of Hotel (or any of Hotel's users) or any third party.
In order for Hotel to be eligible to request any service credits for a failure of the "Monthly Uptime Availability" service level, Hotel must comply with the below:
x Hotel must be current on all payments owed to IHG and not otherwise in breach or violation of this Agreement.
x Hotel must submit a service credit claim to IHG by email to the address designated by IHG.
Hotel must submit the service credit claim to IHG on or before the fifteenth (15th) day following the end of the calendar month in which IHG failed to satisfy the "Monthly Uptime Availability" service level.
- x If Hotel submits a timely service credit claim, IHG will use commercially reasonable endeavours to verify the service level failure.
IHG's verification of the "Availability" of the PMS Solution during any given period will be binding and final.
- x If IHG is able to verify the validity of Hotel's service credit claim, then IHG will provide a credit to Hotel for the amount of such service credit on Hotel's next invoice, which will be applied to reduce the amount owed by Hotel on such invoice.
The service credits are Hotel's sole and exclusive remedy and HotelKey's and IHG's sole and entire liability for a failure to satisfy the "Monthly Uptime Availability" service level and any incident, event, or matter that caused HotelKey to fail to satisfy such "Monthly Uptime Availability" service level.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, the "Monthly Uptime Availability" of the PMS (Property Management System) Solution is a key service level that HotelKey is expected to meet. The FDD specifies that "Available" means the PMS Solution can be accessed by the hotel. The calculation for "Monthly Uptime Availability" involves starting with 100% and subtracting the percentage of minutes in a calendar month when the PMS Solution was not "Available". This calculation excludes any "Excluded Downtime", which covers specific circumstances where the unavailability doesn't count against HotelKey's uptime performance.
Excluded Downtime includes issues arising from the hotel's own technology, failures of the hotel's internet service provider or utility companies, events outside the control of HotelKey or IHG (like force majeure events), scheduled maintenance, emergency maintenance for security, and actions or inactions of the hotel or third parties. If the Monthly Uptime Availability falls below 99.5%, the franchisee may be eligible for a service credit. To claim this credit, the franchisee must be current on all payments to IHG, submit the claim by email within 15 days after the end of the month in which the service level was not met, and IHG will verify the failure. IHG's verification of availability is considered final and binding.
The service credits serve as the franchisee's sole remedy and define the total liability for HotelKey and IHG if the uptime service level isn't achieved. This arrangement provides a mechanism for Even Hotels franchisees to seek compensation if the PMS Solution's uptime falls below the specified threshold, but it also limits the potential recourse to only the service credits. The specific fees paid by the Hotel for the PMS Solution will only include those fees set forth in the "Solution and Pricing" section of the cover page of the Agreement and will not include any fees, charges, or expenses arising from any collateral offerings (or any other services, technology, or other offerings that are not the PMS Solution).
For a prospective Even Hotels franchisee, understanding these terms is crucial. It clarifies the expected reliability of the PMS Solution, the process for claiming service credits if the uptime falls short, and the limitations on liability. Franchisees should pay close attention to what constitutes "Excluded Downtime," as these factors do not count against HotelKey's uptime performance and won't qualify for service credits. Furthermore, franchisees should ensure they adhere to the claim submission deadlines and payment requirements to remain eligible for any potential credits.