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.
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).
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
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.
2.1 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.
3.1 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.
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
4.1 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
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.
5.1 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.
6.1 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).
7.1 You warrant and represent on a continuing basis that you, your Representatives, your Group Members, and the Representatives of your Group Members:
(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.
8.1 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.
9.1 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: (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.
10.1 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.
11.1 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.
12.1 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. 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 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.
13.1 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.
In this Agreement, the following terms have the following meanings:
“Agreement” Agreement has the meaning set out in the Summary of Terms;
“Booking” Booking means a booking by or on behalf of an End Customer for a Travel Service made through one of the Tools;
“Booking Component” 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” Commission means the payments we make to you for the marketing services provided by you under this Agreement;
“Confidential Information” 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” 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” Control means a person or group who is the beneficial owner, directly or indirectly (through a parent company or otherwise), either (a) by 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” 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” 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” 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” End Customer means an individual customer who makes (or may potentially make) a Booking via our Tools;
“End Customer Terms and Conditions” 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” General Terms has the meaning set out in the recitals to these general terms;
“Group Booking” 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;
“Group Member” 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” 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” 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” 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” Partner means the entity set out in the Summary of Terms;
“Partner Agent Booking Tool(s)” 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” Partner Channels means the Partner Agent Booking Tool and/or Partner Website;
“Partner Website(s)” 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” 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 products and services and/or other business uses (in each case as determined by us from time to time);
“Predatory Advertising Methods” 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” 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” Representatives means the employees, directors, officers, consultants and agents of a party;
“Restricted Person” 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” Schedule means a schedule to the General Terms, as updated by us from time to time;
“Specifications” Specifications means such specifications and guidance as we may stipulate from time to time;
“Summary of Terms” 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” Supplier means the provider who makes the Travel Service available, being the relevant Travel Supplier;
“Supplier-Collect Booking” 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” Supplier-Collect Booking Taxes means for any Supplier-Collect Booking, the amount of Travel Taxes and/or Tax Recovery Charges that we determine apply and provide through our Tools to be displayed on your Partner Channels;
“Supplier Rules and Restrictions” 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)” Support Telephone Number(s) means any telephone numbers for you or End Customers to receive support in relation to Bookings;
“Tax or Taxes” 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” 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” Territory has the meaning set out in the Summary of Terms as applicable to each Tool;
“Tools” 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” Trademarks means trademarks, logos, trade names, service marks, and other similar indicia of identity or source, whether registered or not;
“Transaction Taxes” 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” 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” 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” 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” Travel Supplier means a third-party supplier of Travel Services such as an airline or provider of accommodation;
“Travel Taxes” 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” 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” 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” 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.
