Under what circumstances is FreedomPay not liable for failing to fulfill its obligations to Even Hotels?
Even_Hotels 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.
Unless otherwise agreed in writing by IHG in its reasonable discretion, a FreedomPay update shall not degrade the performance, functioning or operation of the FreedomPay Solution and shall not cause the performance, functioning or operation of the FreedomPay Solution to fail to meet the requirements of this Agreement; provided, however, that the foregoing shall not apply to any FreedomPay updates that are
required by Law, network requirements, PCI requirements, acquirer requirements, or a change introduced by, any governmental authority, any regulatory body, a processor or card brand.
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.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, FreedomPay's liability is limited under several circumstances. One key area involves events outside of FreedomPay's control, such as acts of God, war, or infrastructure failures, which excuse FreedomPay from fulfilling its obligations, except for payment obligations. Additionally, FreedomPay is not liable if it is prevented from fulfilling obligations due to security measures imposed by the Even Hotels franchisee that restrict access to equipment.
Another set of circumstances involves the hotel's actions or inactions. If an Even Hotels location disables the CVV (Card Verification Value) prompt for manual transactions, the hotel assumes sole responsibility for any resulting interchange downgrades or increased charges. Similarly, FreedomPay is not liable for fraud or chargebacks if a PIN key is unavailable for the hotel's implementation. Furthermore, if an Even Hotels franchisee fails to submit transactions for settlement within 60 days of the transaction date, FreedomPay has no liability if it cannot settle those transactions.
Finally, FreedomPay is not liable for failures resulting from updates required by law, network, or PCI requirements, or changes introduced by governmental or regulatory bodies. If an Even Hotels franchisee fails to implement non-hosted updates as required, FreedomPay can terminate operational support without being considered in breach of contract. These stipulations highlight the importance of Even Hotels franchisees maintaining their systems and adhering to security protocols to ensure FreedomPay's optimal functionality and to avoid assuming liability for potential issues.