These General Terms incorporate any applicable Order Forms by and between the Customer named therein (“Customer”) and EventPipe (collectively, the “Agreement”). By executing an Order Form that references these General Terms, Customer agrees to the terms of these General Terms. WE MAY MODIFY THESE GENERAL TERMS FROM TIME TO TIME AND AT ANY TIME, IN WHICH CASE EVENTPIPE WILL POST A NEW VERSION ON THIS WEBSITE (“SITE”), AND UPDATE THE “LAST UPDATED DATE” ABOVE, AND CHANGES TO THESE GENERAL TERMS ARE EFFECTIVE WHEN POSTED TO THE SITE, AND CUSTOMER’S CONTINUED USE OF THE SITE OR SOFTWARE SERVICES FOLLOWING POSTING OF ANY CHANGES CONSTITUTES CUSTOMER’S ACCEPTANCE OF SUCH CHANGES, AND IF CUSTOMER DOES NOT AGREE WITH SUCH CHANGES, CUSTOMER MUST IMMEDIATELY STOP USING THE SITE AND SOFTWARE SERVICES AND CLOSE CUSTOMER’S ACCOUNT.
The following constitutes “Confidential Information”: (a) the terms, conditions, pricing, and schedules and implementation specifications contained in this Agreement; (b) all information identified and marked as confidential by a disclosing party (“ Discloser”) and provided to the other party (the “Recipient”); and (c) all other non-public information relating to Discloser’s technical or financial information or business affairs which is disclosed to Recipient or its Representatives by or on behalf of Discloser in connection with this Agreement whether or not marked as confidential. Recipient shall maintain in strict confidence Confidential Information and shall not, without the prior written consent of Discloser, disclose any of the Confidential Information to any third party. For the purposes of this section, the parties agree that the term “third party” shall not include (a) any legal adviser or accountant to Recipient or (b) any director, officer, employee or subcontractor who is bound in writing to Recipient to keep the Confidential Information confidential, and who (in the case of (a) and (b)) need to have access to the Confidential Information in order for Recipient to perform its obligations under this Agreement (“ Representatives”). Recipient shall ensure that each of the Representatives to whom disclosure is permitted under this section is aware that the Confidential Information is confidential and is not permitted to be used for any purpose except the performance of their respective duties to enable Recipient to perform its obligations or exercise its rights under this Agreement. Recipient shall be responsible for any breach of these confidentiality obligations by its Representatives. Each party acknowledges that a breach by a party of the confidentiality obligations in this Agreement could be subject to equitable claims, may result in damage to the other party and such other party, as a Discloser, shall have the right to seek specific performance or such other appropriate injunctive relief in the event of any unauthorized disclosure of Confidential Information without the requirement to post a bond. Notwithstanding the foregoing, Recipient shall have no confidentiality obligations with regard to information which: (i) is already known by Recipient prior to receipt of the Confidential Information, (ii) is or becomes generally available to the public through no disclosure in breach of this Agreement; (iii) is wholly and independently developed by Recipient without reference to or reliance upon Confidential Information; (iv) becomes lawfully available to Recipient from sources other than Discloser without such sources violating any confidentiality obligations to Discloser. Recipient may disclose the Discloser’s Confidential Information if required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, applicable laws, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent permissible, Recipient shall, in advance of any such disclosure and unless restricted by applicable laws, promptly notify Discloser in order to enable Discloser reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement.
Excluding each party’s indemnification obligations in Section 6 and Customer’s payment obligations under this Agreement, each party’s maximum liability arising out of this Agreement, whether based upon warranty, contract, tort or otherwise, shall not exceed the actual payments received by EventPipe from Customer in connection therewith during the twelve (12) month period immediately preceding such claim. Excluding each party’s indemnification obligations in Section 6 and Customer’s payment obligations under the Agreement, in no event shall either party or, its directors, officers, employees, agents or representatives be liable for any exemplary, indirect, special, incidental, consequential or punitive damages, including, but not limited to, loss of profits, loss of data or loss of use damages, arising under this Agreement, even if such party is advised of the possibility of such damages.
Customer shall comply with all applicable governmental laws, ordinances, codes, rules, regulations, and orders in its performance under this Agreement and the conduct of its business, and will obtain all permits or licenses required in connection with the license and use of the Software Service and other services provided by EventPipe.
Upon execution of this Agreement, and not without prior consent of Customer (not to be unreasonably withheld, delayed or conditioned), EventPipe shall have the right to issue a press release describing the license and the parties’ relationship. EventPipe shall also have the right to use the name and logo of Customer (indicating Customer as owner of the logo) to identify Customer as a Customer of EventPipe in promotional materials, including EventPipe’s filings with public agencies. Except as set forth above, neither party will issue any press releases or engage in any other promotional activities, other than the foregoing, that identify the other party without obtaining such other party’s prior written approval; provided, however, that either party may at any time reiterate any information contained in any jointly issued or previously approved press release or promotional material, to the extent such information remains accurate.
During the term of this Agreement, EventPipe will use its commercially reasonable efforts to identify Customer as a “Preferred Partner” of EventPipe for services not provided directly by EventPipe and will provide Customer with the opportunity to bid for such services if requested by EventPipe’s customer. In addition, EventPipe and its customers will, unless otherwise mutually agreed, receive most favored nation pricing from Customer reflective of similarly-situated customers with similar transaction volume and service terms.
Neither party may delegate any duties or assign any rights or claims under this Agreement without the other party’s prior written consent, and any such attempted delegation or assignment will be null and void. Notwithstanding the foregoing, EventPipe may delegate duties or assign rights or claims under this Agreement to an entity acquiring substantially all of the assets or business of EventPipe or to an entity controlling, controlled by or under common control with EventPipe without Customer’s consent. If EventPipe assigns rights or claims under this Agreement to an entity acquiring EventPipe, Customer’s Fees and Subscription Term outlined in this Agreement will be enforced.
nationally recognized overnight delivery service (“Courier”) or certified mail, return receipt requested, to the Contracts Department of EventPipe or to Customer at the addresses set forth in this Agreement or at such other addresses as either party may from time to time designate in writing to the other. Any such notice shall be effective three (3) days after being deposited with a Courier or by mail as permitted above.
1. Commission Payments
1.1 In consideration for the marketing services, we shall pay you a Commission for each Consumed Booking
in accordance with the terms of this Agreement.
1.2 You shall not accrue or be entitled to receive any Commission until the following conditions precedent are
satisfied:
(a) reserved
(b) you comply with the terms of this Agreement; and
(c) the Commission due to you in a calendar month exceeds US$5 (or US$50 if you are using TAAP).
You shall not have a vested right to payment and any Commission accrued will be cleared at the
end of each 12 month period from the first Booking generating Commission if Commission
accrued by then has not reached US$50.
1.3 Commission shall:
(a) unless set out otherwise in the Commission section of the relevant Schedule, only be due once
we (or our Group Members) have been paid for the relevant Booking in full;
(b) be based on shared Gross Profit regardless of whether the Gross Profit for a given Booking
results in a positive or negative value; and
(c) not be paid on Void Bookings.
1.4 Where Commission is payable at the time a Booking is Consumed, such Commission shall be paid in
accordance with the agreement between you and us in effect at the time the Booking is Consumed.
1.5 If we pay any Commission to you by international bank transfers, we are only responsible for the fees
relating to the sending of the transfer, and you are responsible for any other fees, including any fees
relating to the receipt of the transfer.
1.6 In addition to our other rights and remedies, we may withhold or require you to refund us any amounts we
may have overpaid to you in prior periods or for which you are otherwise liable, including amounts paid
for Void Bookings and Travel Taxes. If the Commission is a negative amount, we may, at our discretion,
either set off those negative amounts against future calculations of Commission, or require you to make
a payment to us.
Currency and Conversion
1.7 Commission will be calculated, and we shall provide you with a Commission statement, in the currency
set out on the Summary of Terms. Notwithstanding the currency of the Commission statement, all
Commission shall be paid to you in one of the currencies available to us and as agreed in writing between
the parties from time to time or, if the parties cannot agree on the payment currency, payment shall be
made in United States Dollars.
1.8 If the currency of the Booking differs from the currency of the Commission statement, such amount shall
be converted using the rate in place in our systems as of the date of Booking. If the currency of the
Commission statement differs from the currency of the Commission payment, such amount shall be
converted using the rate in place in our systems at the time payment is made. All conversions shall be
made using a rate reasonably determined by us by reference to Bloomberg or such other reputable source
as agreed in writing between the parties).
Disputes
1.9 If you (acting reasonably and in good faith) dispute any Commission, you must notify us promptly in writing
(and no later than 90 days from the receipt of the Commission) and provide reasonable supporting
evidence. If you fail to raise a dispute in writing by this date, you shall waive your right to dispute any such
Commission. Upon receipt of your notice, we shall investigate, and we and you shall negotiate in good
faith to attempt to resolve the dispute promptly. If we are unable to resolve the dispute within 90 days of
your notice of dispute, the dispute shall be resolved in accordance with the Governing Law and
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Jurisdiction clause. The raising of a dispute shall not affect your obligation to pay any amounts due to us
and nothing in this clause shall prevent us commencing court proceedings or seeking interim relief.
2. Tools and Channels
2.1 We shall make available to you the Tools set out in the Summary of Terms and we may elect to make
available certain other technology tools, Support Telephone Numbers, and services to you (including
widgets or links) from time to time.
2.2 reserved
2.3 We may, from time to time on reasonable notice, require you at your own cost to take such steps as are
required to integrate any modifications or updates we make to our Tools, specifications or guidelines
(including the Specifications), or upgrade to a new version of our Tools, decommission a Tool and/or
require you to migrate to a new Tool. We shall provide you with details of the required changes and
deadlines to upgrade or migrate to a new Tool, as applicable. If you fail to make such upgrades, we have
the right to stop providing support and to decommission unsupported technology or versions of our Tools
and either party has the right to terminate this Agreement in accordance with this agreement. If you fail
to make such upgrades, you accept that the availability of our Tools may be affected, and that certain
functionality or enhancements may not be available to your End Customers. If the Summary of Terms
states that you have access to our API and we incur any Losses as a result of your failure to integrate
such modifications or updates, you shall be liable for such Losses and/or we may elect to deduct such
Losses from your Commission.
3. Intellectual Property
3.1 Subject to the terms and conditions of this Agreement, where we make any Tools available to you, we
grant to you a non-exclusive, non-transferable, revocable, royalty-free license to use our Tools for the
purposes of providing the marketing services contemplated under and to the extent permitted by this
Agreement. You may not sub-license our Tools without our prior written consent.
3.2 As between you and us: (i) we shall own and retain all right, title and interest in and to the Tools, and our
Trademarks; and (ii) you shall own and retain all right, title and interest in and to the Partner Channels
and your Trademarks, if any. In addition, we shall own and retain all right, title and interest in and to any
materials, technology, inventions and works of authorship (including software), derivative works,
improvements or modifications to our Tools and Trademarks and any other Intellectual Property that is
created in the course of this Agreement. All rights not expressly granted in this Agreement are expressly
reserved by you and us, respectively.
3.3 Subject to the terms of this Agreement, neither party may use the Trademarks or branding of the other
party or refer to the relationship between the parties in press communications or public representations
without the other party’s prior written consent. Notwithstanding the foregoing, we may disclose the
existence of the relationship between the parties to our Travel Suppliers if the Travel Supplier requests
such information.
3.4 Each party represents and warrants that its own Trademarks and branding do not violate, infringe or
misappropriate any Intellectual Property or other proprietary rights of any person. Neither party shall take
any action to register or otherwise interfere with the other party’s interest in its Trademarks or branding or
those of the other party’s Group Members.
3.5 You shall not use our Trademarks or those of our Group Members (including any misspelling or
substantially similar or confusingly similar version thereof), in any manner whatsoever (including in any
domain or sub-domain name, any other online/offline marketing or advertising, press releases, etc.) other
than in accordance with this Agreement, without first obtaining our prior written approval and any such
use of Trademarks shall follow our Trademark Guidelines or those of our Group Members, as provided in
writing and as may be amended from time to time.
3.6 You shall not misuse or otherwise infringe any Trademarks of any Travel Supplier or any misspelling,
variant, transliteration, script or substantially similar or confusingly similar version thereof by using or
registering it as a domain name or sub-domain name. If we or our Group Members receive a request from
a Travel Supplier, or a Travel Supplier imposes any requirements on us, that you cease bidding on or
otherwise using any name or Trademark of any such Travel Supplier, or to register a negative keyword of
such Travel Supplier, then you shall, at our request promptly cease the use or bidding in question upon
such name or names, or register such a negative keyword.
4936-0160-3600, v. 1
3.7 If we reasonably believe that you have engaged in practices prohibited under this Agreement, then we
shall inform you, and you shall initiate any necessary corrective measures within your control.
3.8 reserved
4. Partner Code of Conduct
4.1 You may not sub-license the Travel Content or otherwise provide any Travel Content to third parties
(except as permitted specifically in this Agreement) without our prior written consent.
(a) not send unsolicited bulk email, “spam” or otherwise engage in any other unethical or illegal
marketing activities (as determined by us, acting reasonably) concerning End Customers in any
jurisdiction, including engaging in any Predatory Advertising Methods;
(b) not tamper with the operation of the Tools or act in a fraudulent, deceptive, non-genuine or
illegitimate manner when using them or dealing with End Customers;
(c) not associate us, our Group Members or Travel Suppliers with any materials or opinions that are
illegal in any jurisdiction or are otherwise discriminatory, promote or incite violence, hatred or an
illegal activity, are libelous or defamatory, are capable of interpretation as discriminatory or of
promoting such views, or are inappropriate for general or family viewing (e.g. obscene or sexually
explicit materials);
(d) not disparage us, our Group Members or Travel Suppliers;
(e) not sell, redistribute, display, copy, adapt, reverse engineer, decompile, disassemble, make
derivative works or error corrections or use in any manner (directly or indirectly) any of our Tools,
Travel Content, data or websites (or our Group Members’ websites) other than in accordance
with this Agreement;
(f) not take any action that we may, at our sole discretion, determine as imposing an unreasonable
or disproportionately large load on the technology or infrastructure of the Tools, or attempt to
circumvent or avoid any measure employed to prevent or limit access to any part of the Tools
(including using robots or any other method to systematically request data from us or our Group
Members);
(g) not attempt to artificially increase Commission in any way;
(h) ensure that each individual who is given access credentials for use of our Tools treats them as
confidential and does not share them with anyone else, whether an employee of yours or
otherwise and shall assist us to ensure that such credentials will be immediately disabled or
cancelled upon an individual losing the right to access the credentials (e.g. at the end of
employment), by either notifying us or disabling it yourself (if applicable);
(i) not mislead or misrepresent consumers as to the origin, affiliation or nature of: (i) your websites
(including Partner Channels), products or services; or (ii) the Travel Information, Travel Content
or Tools; and
(j) not knowingly collect, use or disclose personal information from children who are under 18 years
old in violation of applicable law.
4.2 You shall not misrepresent who you are acting for when contacting End Customers including (as an
example only) leading End Customers to believe that you are directly connected to any of the Suppliers.
4.3 You shall not directly contact any Travel Suppliers in relation to Bookings unless we expressly instruct you
to do so, other than via a centralized platform provided by us. Any direct communications from such Travel
Suppliers which you receive should be referred immediately to us. For the avoidance of doubt, nothing in
this clause shall prevent you from contacting hotels with whom you directly contract who are also Travel
Suppliers, provided such contact is not related to this Agreement or any Booking hereunder.
4.4 You shall not make or allow Bookings other than in response to a specific request by an End Customer.
You also acknowledge that any Booking is between the End Customer and the Supplier, and may not be
cancelled or otherwise amended by you without the consent of the relevant End Customer.
4.5 You acknowledge that Group Bookings should not be made by you or End Customers via our Tools. In
4936-0160-3600, v. 1
the event you or an End Customer requires a Group Booking, you shall notify us and follow our relevant
process. Any Group Booking may be cancelled by us and any applicable cancellation fees shall be applied.
4.6 We reserve the right to cancel any Booking in breach of the End Customer Terms and Conditions, the
Supplier Rules and Restrictions, or the terms of this Agreement.
4.7 You shall promptly provide us or our Group Members with a copy of any communications you or your
Downstream Agents (as defined in the Schedule) receive from any Tax or other authorities in relation to
the Travel Content or the Travel Tax treatment of Bookings.
5. Suspending your access
5.1 We may immediately suspend, in whole or in part, your access to any of the Tools, Rates, Travel
Information and Travel Content:
(a) if you breach (or we reasonably anticipate you will breach) this Agreement (including a breach of
your payment obligations);
(b) in any circumstances under which we would be entitled to terminate this Agreement or any
Schedule or suspend your access to any of the Tools, Rates, Travel Information and Travel
Content in accordance with this agreement;
(c) if we, in our sole discretion, believe it is necessary to prevent:
(i) any misuse of any of our Tools, Rates, Travel Information or Travel Content;
(ii) any of our Tools being used in a way which:
(1) creates a disproportionate technical burden on us (or our Group Members); or
(2) creates harm or financial detriment to us (or our Group Members) (including a
significant or unusual increase in the number of Void Bookings or risk of
fraudulent transactions); or
(3) constitutes a threat to our (or any other party’s) information security including the
security of the Rates, the Travel Information, the Travel Content or own systems
or our Intellectual Property (including where you have failed to comply with our
security measures).
(d) in respect of any Partner Channel which has no live content or you are non-responsive to
correspondence; and/or
(e) if we or our Group Members decide, in our discretion, to cease operating any of our brands,
websites or Travel Services in a territory for any reason.
5.2 We shall notify you as soon as reasonably practicable where we take action pursuant to this Agreement.
The exercise by us of any of our rights under this Agreement shall not result in a breach of this
Agreement by us, and neither the exercise of such right, nor any consequence thereof, shall give rise to
or be the basis for any claim by you or an End Customer or any liability for us.
6. Confidentiality [see EventPipe Terms for Applicable Confidentiality]
6.1 We may use data and information we gather, receive, generate, create, compile or process in
connection with the Agreement (excluding End Customer Data) for operating and developing our partner
program including our Tools; for incorporating into our Platform and for the furtherance of our business.
In the event that such data and/or information is shared with third parties, it shall be anonymized such that
your information is not easily identifiable (unless otherwise agreed between the parties or for us or our
Group Members to provide reporting to Travel Suppliers).
7. Restricted Persons and Territories
7.1 You warrant and represent on a continuing basis that you, your Representatives, your Group Members,
and the Representatives of your Group Members:
4936-0160-3600, v. 1
(a) (i) are not incorporated, headquartered, or ordinarily resident in; (ii) are not operating in; or (iii)
do not have any Sub-Users (each as applicable and as defined in the Schedules) in; a country
or region subject to comprehensive restrictions under Economic Sanctions (including, as of 1
January 2024, Cuba, Iran, North Korea, Syria, and the designated regions of Ukraine); or
(b) are not a Restricted Person. You shall notify us immediately in the event there is a change to your
status under this clause at any time during the Term including any changes which means you are or
begin operating in a country or region subject to comprehensive restrictions under Economic
Sanctions.
7.2 [Not Used]
7.3 You and your Representatives (i) shall comply with all Economic Sanctions in the performance of this
Agreement; (ii) shall not act for or on behalf of, facilitate any activity involving, or otherwise engage or deal
with any Restricted Person in the performance of this Agreement; and (iii) shall not act or refrain from
acting in such a way so as to bring us into breach of, or expose us to penalties under, any Economic
Sanctions and shall co-operate with us in such regard. Under this Agreement, we shall not be required to
act or refrain from acting in any way that would be, in our sole judgement, prohibited by or penalizable
under any Economic Sanctions.
7.4 You shall notify us immediately of any breach of this clause. You shall be liable for any breach of this
clause by you or your Representatives or act made by you, or your Representatives, that would otherwise
threaten to bring us into breach of any Economic Sanctions.
7.5 Upon written request and no more than once a year, you shall complete a questionnaire of reasonable
length or other form of risk review regarding your compliance with this clause and Economic Sanctions.
8. Compliance
8.1 Where we (acting reasonably) suspect a material breach of this Agreement, fraud and/or a breach of law,
you shall permit and/or shall procure that we are permitted access to, and/or provided copies of, such of
your and your Representatives’ records, systems, websites, tools and information or your Sub-Users
(each as applicable and as defined in the Schedules) records solely to the extent necessary for the
purpose of verifying compliance with this Agreement or such law or investigating a fraudulent event. We
shall use our access under this clause solely for the purpose of such verification and shall treat any
information we obtain as your Confidential Information.
9. Representations and Warranties
9.1 Each party undertakes, warrants and represents that, unless expressly stated otherwise in this
Agreement, it: (i) shall be solely responsible for obtaining and maintaining all licenses, consents and other
permissions (if any, whether regulatory or otherwise) and all financial security arrangements necessary to
enter into and for the continuing performance of its obligations under this Agreement; (ii) shall be solely
responsible for its own costs of complying with this clause; and (iii) has not entered and shall not enter
into any other agreements under which its obligations would breach this Agreement.
9.2 Each party undertakes, warrants and represents that:
(a) it is duly authorized and empowered to execute, deliver and perform under this Agreement and
that such action does not (and will not) conflict with or violate any provision of law, regulation,
policy, contract, deed of trust or other instrument to which it is a party or by which it is bound and
that this Agreement constitutes a valid and binding obligation of it, enforceable in accordance
with its terms;
(b) it shall perform its obligations under this Agreement using reasonable skill and care, and
appropriately skilled and experienced personnel;
(c) the information that it has provided, and continues to provide to the other is truthful, accurate and
complete and such party had and has the right to provide this information;
(d) it has read this Agreement and understands, accepts and agrees to be bound by the terms and
conditions set out within it; and
(e) in connection this Agreement, it:
4936-0160-3600, v. 1
(i) shall comply with the provisions of the United States Foreign Corrupt Practices Act of
1977, the United Kingdom Bribery Act 2010, and any amendments thereto, as well as
any other applicable anti-corruption laws adopted by countries where services are being
performed;
(ii) has not been found by a court in any jurisdiction to have violated any such laws; and
(iii) shall not either directly or indirectly make any improper payments or perform any act in
violation of such laws.
9.3 You undertake, warrant and represent that:
(a) you shall perform your obligations under this Agreement in accordance with our reasonable
instructions and all applicable laws;
(b) you shall, promptly upon request, provide us and our Group Members with such information,
co-operation and assistance as is reasonably required by us in connection with this Agreement;
and
(c) you will be solely responsible for obtaining and maintaining any licenses required for the
operation of the Partner Channels and for your marketing of the Travel Information on those
Partner Channels, and that the Partner Channels comply with all applicable laws.
10. Liability
10.1 Each of our and your total aggregate liability under this Agreement (whether arising in contract, tort
(including negligence), breach of statutory duty or otherwise) in any Contract Year shall be limited to:
(a) where the event giving rise to the claim occurs in the first Contract Year, the greater of: (i) an
amount equal to the total Commission paid by us to you under this Agreement in the
immediately preceding month multiplied by twelve; and (ii) US$1,000,000; or
(b) where the event giving rise to the claim occurs in any other Contract Year or after the expiry or
termination of this Agreement, the greater of: (i) the total Commission paid by us to you under
this Agreement in the immediately preceding Contract Year; and (ii) US$1,000,000,
provided that this clause shall not apply in respect of any liability arising under the indemnities in clauses
this Agreement and the Taxation clause or any taxation clauses in the relevant schedules (as applicable)
or any payment obligations by either party arising under this Agreement.
11. Force Majeure
11.1 Notwithstanding any applicable force majeure cclause, in the event that we deem, in our sole discretion,
that military or terrorist action or extraordinary political, economic or other conditions or occurrences
beyond our control significantly impact the travel business, our business or access or navigation to our
Tools and/or Travel Information and/or Travel Content then we may, upon providing you with 5 days of
prior written notice, and at our sole discretion:
(a) suspend performance (in part or whole) of any or all of the terms and conditions of this
Agreement; or
(b) suspend payment of Commission that is due to you (in part or whole).
11.2 If either party fails to perform or is delayed in performing its obligations for 90 days or more due to a force
majeure event set out in this clause, then either party shall be entitled to terminate this Agreement forthwith
upon written notice.
12. Taxation
12.1 We and you shall use reasonable endeavors to secure that the Supplier shall be treated by any Tax
authority in any pertinent jurisdiction as the supplier to the End Customer of E-Collect Bookings for VAT
purposes as applied by Directive 2006/112/EC (where applicable); and you shall not do, or omit to do,
anything which we may reasonably expect to result in any Tax authority taking a contrary position.
4936-0160-3600, v. 1
12.2 You shall not:
(a) account to any Tax authority for Travel Taxes on the basis that you (or any of your Group
Members) are the supplier to the End Customer of the accommodation component underlying
the Bookings with respect to Supplier-Collect Bookings or E-Collect Bookings or the
accommodation component of Packages assembled by you; or
(b) issue any invoices to the End Customer that expressly or implicitly state that you are making a
supply of Bookings, whether on a standalone basis or as part of a Package, to the End
Customer, unless otherwise required by applicable law; or
(c) engage in any practice (including breaches of this Agreement) which may result in the re-
characterization of this arrangement into a reseller or undisclosed agency arrangement by any
government, tax or regulatory authorities, and we (and our Group Members) shall have no
liability or responsibility to settle any tax, regulatory, legal or other related costs that may arise
as a result of any such practice.
12.3 If any jurisdiction’s tax laws require the platform facilitating the Bookings; whether referred to as a
marketplace facilitator, accommodations platform, hosting platform, intermediary, or other similar term;
to remit tax on the Booking transaction, the following provisions apply:
(a) The parties agree that the Third Party Service will be deemed the platform facilitating the
Booking responsible for Travel Tax, even if the payment is facilitated by you.
(b) Regardless of whether we exercise our exclusive right to control the defense or settlement of
any legal or administrative investigation, audit or other proceeding related to Travel Taxes
under this agreement, if a taxing authority asserts you are responsible for taxation, we will
provide an attestation that we are registered and remitting Travel Taxes as the platform
facilitating the Booking, upon request.
12.4 Neither you (nor any of your Group Members) shall correspond with any Tax or governmental authority in
relation to the Travel Tax treatment of Bookings without first consulting with us, including allowing us to
review and comment on such correspondence and to make any amendments that we reasonably require.
We shall provide you with such information as you reasonably require for the purposes of such
correspondence. Each of the obligations set out in this clause are limited to the extent required by law.
12.5 With respect to any legal or administrative investigation, audit or other proceeding related to Travel Taxes
with respect to the Tax treatment of Bookings, we shall have the exclusive right to control the defense or
settlement of any such proceeding. You shall promptly notify us or our Group Members of any audit or
other review where the auditor or other representative of the taxing agency is reviewing the Travel Tax
treatment of Bookings within 20 days of receiving contact from any Tax authorities. You shall promptly
notify the auditor or other representative that we are registered and remitting Travel Taxes on these
transactions. You shall promptly provide us or our Group Members with a copy of any communications
you receive from any Tax authorities in relation to the Travel Tax treatment of Bookings.
12.6 All payments made, or deemed to be made, to you under this Agreement are inclusive of any applicable
Transaction Taxes.
12.7 We and you shall use all reasonable endeavors to secure that the Commission paid to you are not subject
to Transaction Taxes in any jurisdiction. You shall charge Transaction Tax on marketing services
performed by you under this Agreement if and to the extent a Tax authority in the relevant jurisdiction
subjects such services to Transaction Taxes.
12.8 Notwithstanding the foregoing, prior to receiving Commission, you shall deliver to us a duly completed
and signed copy of IRS Form W-9, IRS Form W-8BEN-E or IRS Form W-8ECI (or any successor thereto)
or other documentary evidence reasonable satisfactory to us to establish that you are not subject to
withholding or are entitled to an exemption from, or reduction of, withholding tax, as applicable. You shall
promptly notify us of any change in circumstances that impacts the validity of the information previously
provided, including that which would cause you to be subject to tax withholding or modify or render invalid
any claimed exemption or reduction of withholding tax, and provide updated tax documentation. You shall
provide us with an updated version of the IRS Form W-9, IRS Form W-8-BEN-E or IRS Form W-8ECI (or
any successor thereto) every 3 years or such shorter period on request. If you fail to perform your
obligations under this clause, we shall be entitled to (i) deduct and withhold from any payments to you
such amount as we are required to deduct and withhold under applicable law; and (ii) treat you as failing
to satisfy this condition precedent if such form(s) are not provided within one year of the first Booking
4936-0160-3600, v. 1
generating Commission (i.e. from the first Consumed Booking, unless otherwise agreed in writing). All
amounts withheld by us pursuant to this clause shall be treated as paid to you for purposes of the payment
terms.
12.9 Notwithstanding any other provision to the contrary, you shall be responsible for any and all Taxes
imposed on you resulting from this Agreement. You and we agree to comply with all applicable tax laws
including the United Kingdom’s Criminal Finances Act 2017 and any other countries’ applicable laws and
regulations (as amended or replaced from time to time). You shall not do anything which would cause us
to be in breach of any applicable tax law.
12.10 In the event that any Tax authority determines that Transaction Taxes, Travel Tax or any other Taxes
apply to the services provided in accordance with this Agreement other than as set out in this Agreement
the parties shall negotiate in good faith to attempt to agree to any consequential changes to this
Agreement. If the parties are unable to reach an agreement on such changes within 90 days of any such
determination (or such longer period as the parties may agree in writing), we may terminate this
Agreement on no less than 2 months’ notice.
13. Miscellaneous
13.1 Notwithstanding any provision in this Agreement to the contrary, we shall have the right to set off and
reduce any amounts payable (present or future) by us to you under this Agreement against any amounts
due from you (or your Group Members) to us (or our Group Members) under this Agreement or any other
agreement between you (or your Group Members) and us (or our Group Members).
13.2 Subject to this Agreement, no person other than a party to this Agreement shall have any rights
(including under the Contracts (Rights of Third Parties) Act 1999) to rely upon or enforce any term of this
Agreement.
13.3 The provisions of Schedule 1 (Definitions and Interpretation) and the definitions and interpretation section
of any other Schedule apply to the interpretation of this Agreement.
4936-0160-3600, v. 1
SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1. Definitions
In this Agreement, the following terms have the following meanings:
Agreement has the meaning set out in the Summary of Terms;
Booking means a booking by or on behalf of an End Customer for a Travel
Service made through one of the Tools;
Booking Component means for any Supplier-Collect Booking or E-Collect Booking,
the room price, Supplier-Collect Booking Taxes, E-Collect
Booking Taxes, hotel fares, fees or other charges, all of which
are provided by us through our Tools to be displayed on your
Partner Channels;
Commission means the payments we make to you for the marketing services
provided by you under this Agreement;
Confidential Information means any and all know-how, documentation and information,
whether commercial, financial, technical, operational or
otherwise, relating to the business, finances, affairs, tools,
products, services, personnel, customers, suppliers (including
precincts, future and potential personnel, customers and
suppliers), prices, commissions, rates, vendors, processes, or
methods of one party or its Group Members, which is disclosed
to or otherwise obtained by the other party in connection with this
Agreement and the terms of this Agreement, but excludes End
Customer Data;
Consumed means a Booking that has been consumed meaning (i) for
accommodations, that the check-out date of such stay has
passed; (ii) for a flight Booking, when the last leg of a one-way
or return flight is completed; (iii) for a car rental Booking, when
the car rental is returned; (iv) for ground transportation, activities
or services Booking, that the transportation or activity has
occurred, or the product has been fulfilled; (v) for insurance, the
insurance policy has been taken out and is no longer cancellable;
(vi) for a Package, when all travel components of the Package
have been completed in accordance with (i) to (iv) of this
definition; and (vii) for a cruise, no later than 60 days after the
check-out day of such cruise has occurred;
Control means a person or group who is the beneficial owner, directly or
indirectly (through a parent company or otherwise), either (a) by
4936-0160-3600, v. 1
means of the holding of shares or outstanding equity interests;
(b) the possession of aggregate voting power based on the right
to directly or indirectly (through a parent company or otherwise)
vote on any matter required to be voted upon by holders of equity
interests of that entity, or the right to elect (or vote in the selection
of) directors; or (c) as a result of any powers conferred by the
articles of association or any other document regulating that or
any other entity;
E-Collect Booking means a Booking for which Booking Components are collected
from the End Customer by us, or by you or (where applicable)
your Sub-Users (as defined in the Schedules) on behalf of us or
our Group Member at the time of the Booking;
E-Collect Booking Taxes means for any E-Collect Booking or the accommodation
component of any Package, the amount of Travel Taxes if
applicable or Tax Recovery Charges that we determine apply
and which you (or any of your Group Members) are required to
display on your Partner Channels, to collect from End Customers
on our (or any of our Group Member’s) behalf and to remit to us
(or any of our Group Members);
Economic Sanctions means any of the economic or trade sanctions, export control, or
anti-boycott laws, regulations, orders, directives, designations,
licenses, or decisions of the United Nations, European Union,
United Kingdom, or United States or any other country with
jurisdiction over activities undertaken in connection with this
Agreement;
End Customer means an individual customer who makes (or may potentially
make) a Booking via our Tools;
End Customer Terms and
Conditions
means the terms and conditions applicable to End Customers as
provided by us to you or an End Customer or as made available
via our Tools from time to time;
General Terms has the meaning set out in the recitals to these general terms;
Group Booking means one or more Bookings which alone or together comprise
9 or more rooms with the same Supplier for the same stay dates;
4936-0160-3600, v. 1
Group Member means in respect of us or you (as applicable), an entity that,
directly or indirectly, through one or more intermediaries,
Controls or is Controlled by, or is under common Control with us
or you (as applicable);
Intellectual Property means any and all patents, copyrights, trademarks, trade
secrets, service marks, designs, inventions, invention studies
(whether patentable or unpatentable), mask works, domain
names and registrations, trade names, secret formulae, secret
processes, computer programs, confidential information, know-
how and any other intellectual property or proprietary rights; any
and all enhancements or derivative works of any of the foregoing;
and any and all applications for any of the foregoing, in all
countries in the world;
Losses means all losses, liabilities, damages, fines, costs and expenses
of any kind (including legal and other professional expenses)
incurred by us or our Group Members;
Package means a combination of at least 2 different types of travel
products or services for the purpose of the same trip or holiday
bundled and advertised for a single or total price;
Partner means the entity set out in the Summary of Terms;
Partner Agent Booking Tool(s) means the booking platforms owned and operated by you and
listed in the Summary of Terms through which you make
Bookings;
Partner Channels means the Partner Agent Booking Tool and/or Partner Website;
Partner Website(s) means the customer-facing website(s) owned and operated by
you and listed in the Summary of Terms for the purpose of
making Bookings or linking to our Tools;
Platform means the technology platform and warehouses where we or our
Group Members store and use data including but not limited to
financial reporting, analytics, data science, training,
management, the development of internal and/or commercial
4936-0160-3600, v. 1
products and services and/or other business uses (in each case
as determined by us from time to time);
Predatory Advertising Methods means any method that creates or overlays links or banners on
websites, mobile devices, social media or any other channel,
spawns browser windows, or any method invented to generate
traffic from any such channel related to the Travel Information,
Travel Content or Bookings without that channel owner's
knowledge, permission, and participation;
Rates means any of the rates (including Taxes and other charges) in
respect of any Travel Service available in our Tools from time to
time;
Representatives means the employees, directors, officers, consultants and
agents of a party;
Restricted Person means an individual or entity listed on, or 50% or more owned or
controlled, directly or indirectly, individually or in the aggregate,
by any one or more parties on, any of the following lists: the EU
Consolidated List of Designated Parties, maintained by the
European Union; the Consolidated List of Asset Freeze Targets,
maintained by HM Treasury in the United Kingdom; any other list
of designated parties maintained by the EU or its Member States;
the United States List of Specially Designated Nationals and
Blocked Persons or the United States Foreign Sanctions
Evaders List, maintained by the United States Treasury
Department’s Office of Foreign Assets Control; the United States
Entity List or the United States Denied Persons List, maintained
by the United States Commerce Department’s Bureau of
Industry and Security; or any list of parties subject to asset-
freezing measures issued by the United Nations;
Schedule means a schedule to the General Terms, as updated by us from
time to time;
Specifications means such specifications and guidance as we may stipulate
from time to time;
Summary of Terms means the document signed on behalf of both parties that sets
out the details of the parties and the commercial terms of this
Agreement to which these General Terms are attached;
Supplier means the provider who makes the Travel Service available,
being the relevant Travel Supplier;
Supplier-Collect Booking means a Booking for which Booking Components are collected
from the End Customer by the Travel Supplier at the time of
check-out or at a time otherwise agreed by the hotel and us or
our Group Members (and for the avoidance of doubt, the Travel
Supplier shall be merchant of record for all Supplier-Collect
Bookings regardless of the merchant of record indicated on the
Summary of Terms);
Supplier-Collect Booking Taxes means for any Supplier-Collect Booking, the amount of Travel
Taxes and/or Tax Recovery Charges that we determine apply
4936-0160-3600, v. 1
and provide through our Tools to be displayed on your Partner
Channels;
Supplier Rules and Restrictions means the booking terms, rules and restrictions set by Suppliers
including cancellation policies and special check in instructions;
Support Telephone Number(s) means any telephone numbers for you or End Customers to
receive support in relation to Bookings; and
Tax or Taxes means any and all federal, national, state, local, provincial and
other taxes, imposts, duties, levies, assessments and other
similar governmental charges and fees of any nature
whatsoever, together with all interest, penalties, and additions
imposed with respect to such amounts;
Tax Recovery Charges means an amount designated as “tax recovery charges” and
provided by us through our Tools to be displayed on your Partner
Channels;
Territory has the meaning set out in the Summary of Terms as applicable
to each Tool;
Tools means any technology, tools or services that we make available
to you at no charge under this Agreement as set out in our
Summary of Terms;
Trademarks means trademarks, logos, trade names, service marks, and
other similar indicia of identity or source, whether registered or
not;
Transaction Taxes means any and all sales, use, excise, gross receipts, value
added, goods and services, and any other similar Taxes (that are
not in the nature of business activity Taxes imposed on,
measured by, or based on gross or net income or gross or net
receipts that are not transaction Taxes), charges and fees
incurred with respect to Commission and any amounts payable
or deemed to be payable for services performed under this
Agreement. For the avoidance of doubt, Transaction Taxes do
not include Travel Taxes;
Travel Content means static data and content such as trademarks, logos, trade
names, service marks, information, text, descriptions,
photographs, graphics, links, data made available in our Tools;
Travel Information means rate and availability information (including Travel Taxes
and Tax Recovery Charges, as applicable) relating to the Travel
Service and as made available through our Tools;
Travel Service means a travel service identified in the Summary of Terms as
being within the scope of this Agreement which is made available
to End Customers through our Tools, which may include
accommodation, flights, car rental, ground transportation,
cruises, activities, insurance and packages;
Travel Supplier means a third-party supplier of Travel Services such as an airline
or provider of accommodation;
4936-0160-3600, v. 1
Travel Taxes means any and all sales, use, occupancy, accommodation,
accommodation, tourism, excise, gross receipts, value added, ad
valorem, goods and services and other Taxes, however
designated, and other transactional Taxes or fees of any kind
(including any related interest, penalties and additions to Tax)
imposed in respect of travel-related services, including services
typically provided by online companies. For the avoidance of
doubt, “Travel Taxes” includes Taxes in the nature of business
activity Taxes that may be imposed on income with respect to
Bookings, but excludes business activity Taxes imposed by a
jurisdiction in lieu of net income Taxes (e.g., Ohio Commercial
Activity Tax, Washington Business and Occupation Tax, Texas
Franchise (Margins) Tax), which shall be borne by the party
incurring such Taxes. For the avoidance of doubt, Travel Taxes
do not include Transaction Taxes;
VAT means the tax imposed by Council Directive 2006/112/EC of the
European Community and any national legislation implementing
that Directive together with legislation supplemental thereto, or
any similar sales or turnover tax in any country;
Void Booking means a Booking which is cancelled, refunded, charged back,
successfully disputed by the End Customer, the result of
fraudulent or other unlawful activity, or for which for any reason
we do not receive payment in full;
Working Days means Monday to Friday excluding public holidays in United
Kingdom, United States and the jurisdiction in which you are
incorporated set out in the Summary of Terms.
