Concord Square General Trading Co.; Commercial License No. (2019/36652) & Boookers.com Brand Name – Kuwait hereinafter referred to as “Boookers.com”

And You, The Vendor

 Have agreed as follows:

1. Commission percentage The commission percentage shall be 15%

2. Execution and performance The Agreement is only effective after approval and confirmation by Boookers.com.

3. General delivery terms This Agreement is subject to and governed by the General Delivery Terms (the "Terms and Conditions"). The Vendor declares that it has read and hereby accepts the terms and conditions.

4. Date is The Agreement Day.

General Delivery Terms

These general delivery terms (the “Terms”) form an integral part of the Vendor Agreement (the "Vendor Agreement" and together with the Terms, "Agreement") entered into between a Vendor and Boookers.com (each a " Party" and collectively the " Parties").

1. DEFINITIONS

In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:

"We Price Match"

means the guarantee issued by Boookers.com (under this or any similar name) stating that Boookers.com offers the best rate for a room and that no lower rate can be found online for the equivalent room with the same check-in and check-out dates and the same booking conditions.
 "Boookers.com Platform"

means the website(s), apps, tools, platforms or other devices of Boookers.com on which the Service is made available.

General Delivery Terms These general delivery terms (the “Terms”) form an integral part of the Vendor Agreement (the " Vendor Agreement" and together with the Terms, "Agreement") entered into between a Vendor and Boookers.com (each a " Party" and collectively the " Parties"). 1. DEFINITIONS In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears: "We Price Match" means the guarantee issued by Boookers.com (under this or any similar name) stating that Boookers.com offers the best rate for a room and that no lower rate can be found online for the equivalent room with the same check-in and check-out dates and the same booking conditions. "Boookers.com Platform" means the website(s), apps, tools, platforms or other devices of Boookers.com on which the Service is made available.
"Customer Service"

means the customer service desk of Boookers.com which can be reached at Support@boookers.com or such other address as set out in this Agreement. "Data Controller" means a natural or legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
"Direct Debit"

" means the instruction given by the Vendor to its bank such that Boookers.com is authorized to collect the relevant amount under this Agreement directly from the bank account of the Vendor.

"Extranet"

means the online system which can be accessed by the Vendor (after identification of the username and the password) through the website www.Boookers.com/hotelaccess, for uploading, changes, verifying, updates and/or amendments of the Vendor Information (including rates, availability, rooms) and reservations

"Force Majeure Event" means any of the following events affecting multiple Guests and multiple Vendor properties: acts of God, volcanic eruptions, (natural) disasters, fire, (acts of) war, hostilities or any local or national emergency, invasions, compliance with any order or request of any national, provincial, port or other public authority, government regulations or interventions, military actions, civil war or terrorism, (biological, chemical or nuclear) explosions, rebellions, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events), curtailment of transportation facilities, closing of airports or any other exceptional and catastrophic event, circumstance or emergency which makes it impossible or illegal for Guests to travel to or stay at, or prevents Guests from traveling to or staying at, the Vendor.

"Guest" means a visitor to the Platforms or a customer or guest of the Vendor.

"Intellectual Property Right" means any patent, copyright, invention, database right, design right, registered design, trade mark, trade name, brand, logo, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

"Personal Data" means any information relating to an identified or identifiable natural person (including Customer Data and credit card data). "Platforms" means the website(s), apps, tools, platforms and/or other devices of Boookers.com and its affiliated companies and business partners on or through which the Service is (made) available.

"Service" means the online hotel reservation system of Boookers.com through which Vendors can make their rooms available for reservation, and through which Guests can make reservations at such Vendors, the Facilitated Payment, customer service, and the Communication Service.

2. VENDOR OBLIGATIONS

2.1 Vendor Information

2.1.1 Information provided by the Vendor for inclusion on the Platforms shall include information relating to the Vendor (including pictures, photos and descriptions), its amenities and services and the rooms available for reservation, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the "Vendor Information") and shall comply with formats and standards provided by Boookers.com. The Vendor Information shall not contain any telephone or fax numbers or email (including Skype) address or social media website/app/platform (including Twitter and Facebook), with direct references to the Vendor or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. Boookers.com reserves the right to edit or exclude any information upon becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement.

2.1.2 The Vendor represents and covenants that the Vendor Information shall at all times be true, accurate and not misleading. The Vendor is at all times responsible for a correct and up-to-date statement of the Vendor Information, including additional availability of rooms for certain periods or any extraordinary (material adverse) events or situations (e.g. renovation or construction at or near the facility). The Vendor shall update the Vendor Information on a daily basis (or such more frequent basis as may be required) and may – at any time – change via the Extranet

 (i) the rate of its available rooms bookable, and (ii) the number or type of available rooms.

2.1.3 The information provided by the Vendor for the Platforms shall remain the exclusive property of the Vendor. Information provided by the Vendor may be edited or modified by Boookers.com and subsequently be translated into other languages, whereas the translations remain the exclusive property of Boookers.com. The edited and translated content shall be for exclusive use by Boookers.com on the Platforms and shall not be used (in any way or form) by the Vendor for any other distribution or sales channel or purposes. Changes or updates to the Vendor’s descriptive information are not allowed unless prior written approval has been obtained from Boookers.com.

 2.1.4 Unless Boookers.com agrees otherwise, all changes, updates and/or amendments to the Vendor Information (including rates, availability, rooms) shall be made by the Vendor directly and online through the Extranet or such other ways as Boookers.com may reasonably indicate. Updates and changes with respect to pictures, photos and descriptions will be processed as quickly as reasonably possible by Boookers.com.

2.2 Parity and room restrictions 2.2.1

 The Vendor shall give Boookers.com rate and availability parity ("Parity"). Rate Parity means the same or better rates for the same Vendors, same room type, same dates, same bed type, same number of guests, same or better amenities and add-ons (e.g. free breakfast, Wi-Fi, early/late check-out), same or better restrictions and policies, such as reservation changes and cancellation policy, as are available through the Vendor’s websites, apps or call centers (including the customer reservation system), or directly at the Vendor, with any competitor of Boookers.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Vendor. Rate parity does not apply with respect to rates intended for a closed user group ("closed user group" means a group with defined limitations where membership is not automatic and where: (i) consumers actively opt in to become a member; (ii) any online or mobile interface used by closed user group members is password protected; (iii) closed user group members have completed a customer profile; and (iv) the consumer to which the rate is offered or made available has already made at least one prior booking as a member of the closed user group) provided that such rates are not (directly or indirectly) publicly (made) available. In the event that a closed user group rate is (directly or indirectly) publicly (made) available (by the Vendor, a (direct/indirect) competitor of Boookers.com or on any third party (platform) (including any (meta) search engine or price comparison website)), Boookers.com is entitled to rate parity for such rate.

Availability Parity means that the Vendor shall provide Boookers.com with such availability (i.e. rooms available for booking at the Platform) that are at least as favorable as those provided to any competitor of Boookers.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Vendor.

2.2.2 The restrictions and conditions (including the room price) for rooms made available for reservation on the Boookers.com Platform shall at all times be in accordance with Clause 2.2.1 and make sense for all parties involved (including consumers).

2.2.3 Boookers.com will be entitled to give a discount on the room price at its own costs up to the amount of the commission.

2.2.4 In the spirit of this Agreement and subject at all times to the availability parity set out in Clause 2.2.1, the Vendor is encouraged to provide Boookers.com with fair access to all room types (including various policies and restrictions) and rates available during the term of the Agreement (during periods of low and high demand (including during conventions, congresses and special events)).

2.3 Commission

2.3.1 For each reservation made on the Platforms by a Guest for a Room, the Vendor shall pay Boookers.com a commission (the "Commission") calculated in accordance with Clause

 2.3.2. Payment shall be made in accordance with Clause 2.4. 2.3.2 The aggregate Commission per reservation is equal to the multiple of (i) the number of nights stayed at the Vendor by the Guest; (ii) the booked rate per room per night (excluding sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies (the "Taxes")) and such other extras, fees and surcharges which are included in the offered rate at the time of booking of the room by a Guest on the Platforms (such as breakfast, meals (half-board or full-board), bicycle rental, late check-out/early check-in fees, extra person charges, resort fees, rollaway beds, theater tickets, service fees, etc.); (iii) the number of rooms booked by the Guest; and (iv) the relevant Commission percentage set out in the Agreement.

For the sake of clarity, the Vendor hereby agrees and acknowledges that in the event of payment of the room price by the Guest to the Vendor in accordance with Clause 4.4 (Facilitated Payment), Boookers.com shall calculate the Commission in the event of no-show or cancellation in accordance with Clause 4.4.8.

In all other events Commission will be charged in the event of:

(a) overbooking: at all times, irrespective of ((un)successful/waiver of) charged room price, and/or

(b) a charged cancellation and/or charged no-show: Boookers.com charges commission when a partner charges Guest room price and/or no-show/cancellation fee for (chargeable) cancellations and/or no-shows.

 The commission shall, at all times, be calculated in accordance with the confirmed booking. Notice of any waiver of any room charge or (no-show/cancellation) fee in the event of no-show or charged cancellation, or notice of any invalid payment method for any no-show reservation or canceled reservation must, at all times, be made within 48 hours after midnight on the day following the scheduled date of check-out (example: Check-out is 2 pm on March 1st, waiving must happen before 11:59 pm on March 3rd in the Vendor's time zone).

Upon receiving the notification of waiver, Boookers.com will inform the Guest accordingly and the Vendor shall promptly process the refund (if applicable).

In the absence of any notification by the Vendor to Boookers.com (waiver, invalid credit card), Boookers.com will assume that the Vendor has successfully charged the Guest and Boookers.com will charge commission accordingly.

2.3.3 The Vendor is responsible for informing Boookers.com about applicable taxes, fees, charges and levies (and any changes thereof) which will be charged to the Guest by the Vendor upon reservation for prepaid or upon check-out for postpaid reservations. Unless agreed otherwise in the Agreement or required otherwise by applicable law, the rate shown to Guests on the Platforms shall be exclusive of sales tax, charges and all other such (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies.

2.3.4 In the event that pursuant to (amendment or entering into force of) the applicable law, rules and legislation applicable to the Vendor, the rates must be shown to Guests inclusive of sales tax and all other such (national, governmental, provincial, state, municipal or local) taxes, fees or levies, the Vendor shall adjust the rates through the Extranet in accordance with the terms of Clause 2.1.2 and 2.1.4 as soon as possible, but in any event within 5 business days after (i) amendment or entering into force of the relevant law, rules and legislation in this respect applicable to such Vendor; or (ii) notification thereof by Boookers.com.

2.3.5 The Extranet shows details of all reservations made at the Vendor through the Platforms and the corresponding Commission. On the 1st day of each month, an online reservation statement (the "Online Reservation Statement") is available on the Extranet showing the reservations of all Guests whose date of departure fell in the previous month.

2.4 Payment Commission

2.4.1 Commission for bookings in a calendar month that contains the (scheduled) departure date of the Guest in such month will be invoiced (except for free cancellations made through Boookers.com and in accordance with the cancellation policy of the Vendor) and paid in the subsequent month in accordance with the following terms:

(a) Invoices are processed on a monthly basis and shall be sent to the Vendor online or by mail, fax or e-mail (at the discretion of Boookers.com).

(b) The Commission invoiced with respect to a month shall be paid by the Vendor within 14 days of the invoice date.

(c) Payment shall be made by the Vendor directly to Boookers.com by means of Direct Debit, or in case this is not available in the banking system of the bank from which the payment is made, by wire transfer (to such bank account as identified by Boookers.com), check or credit card. Boookers.com may from time to time settle (the relevant part) of the invoice in accordance with Clause 4.4 for reservations for which the payment has been made in accordance with Clause 4.4. For the avoidance of doubt, other means of payment (such as through "payment agencies") cannot be processed by Boookers.com and therefore will not be accepted. The Vendor shall bear all costs as charged by the banks for the transfer of the funds.

(d) All Commission payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Vendor is compelled to make any such deduction or withholding, it will pay to Boookers.com such additional amounts as are necessary to ensure receipt by Boookers.com of the full (net) amount as set out in the invoice which Boookers.com would have received but for the deduction. The Vendor is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Vendor to Boookers.com.

(e) The commission invoiced with respect to a month shall be paid by the Vendor in the relevant currency (and if applicable at the exchange rate) as specified in the invoice. Boookers.com may at its sole discretion prepare invoices either in a major currency (e.g. EUR, USD) or the relevant local currency of the Vendor and subsequently convert the relevant final amount into the local currency or a major currency on the basis of the exchange rate of the last day of the relevant month for which the invoice is issued (and not on the day of check-out). The exchange rate used shall be the interbank rate (closing rate as of 4PM EST) as used or promulgated by major international financial banks or service companies from time to time selected by Boookers.com.

2.4.2 The Vendor is responsible for withholding and reporting relevant taxes (i.e. mentioned above in 2.4.1 under d) applicable to the Commission due to Boookers.com according to the relevant tax regulations and the practices and requests of the tax authorities. The Vendor shall bear and be responsible for the payment and remittance of the taxes applicable to the Commission (payments) and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the Commission. If required, the Vendor shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the Commission (payments). The Vendor shall upon first request from Boookers.com provide Boookers.com with (scanned/photo-) copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission. The Vendor represents and covenants that it is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other Vendor provider.

2.4.3 In the event of a dispute between Boookers.com and the Vendor (e.g. over the amount of the Commission), any undisputed amount of the Commission will be paid in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute.

 2.4.4 In the case of late payment, Boookers.com reserves the right to claim statutory interest, to suspend its service under the Agreement (e.g. by suspending the Vendor from the Platforms), and/or to ask for a bank guarantee or other form of financial security from the Vendor.

2.4.5 The Vendor shall, upon first request from Boookers.com, pay a deposit whose amount shall at a minimum be equal to the sum of the 3 highest invoices of operations with Boookers.com or such other amount as determined by Boookers.com at its discretion (the "Deposit"). The Deposit will be held by Boookers.com as a security for performance of the (payment) obligations of the Vendor under the Agreement. Upon termination of this Agreement, the Deposit, or any balance thereof after deducting outstanding Commission, shortfall payments and other costs due to Boookers.com will be repaid to the Vendor within 30 days after settlement in full of the outstanding obligations and liabilities (including the payment of the outstanding Commission). Upon first request from Boookers.com, the Vendor shall pay as further Deposit such additional amount as requested by Boookers.com if the outstanding Commission exceeds the Deposit or if the Vendor frequently fails to pay the Commission when due. At any point during the term of the Agreement, Boookers.com will monitor the (payment) performance of the Vendor and may decide to repay the Deposit to the Vendor after review (using criteria at Boookers.com's discretion). The amount of the Deposit shall in no way limit or cap the liability of the Vendor under this Agreement. The Deposit shall not bear any interest.

2.5 Reservation, Guest Reservation, complaints and We Price Match

2.5.1 When a reservation is made by a Guest on the Platform, the Vendor shall receive a confirmation for every reservation made via Boookers.com, which confirmation shall include the date of arrival, the number of nights, the room type (including smoking preference (if available)), the room rate, the Guest's name, address and credit card details (collectively "Customer Data") and such other specific request(s) as made by the Guest. Boookers.com is not responsible for the correctness and completeness of the information (including credit card details) and dates provided by Guests and Boookers.com is not responsible for the payment obligations of the Guests relating to their (online) reservation. For the avoidance of doubt, the Vendor shall on a regular basis (but at least on a daily basis) check and verify on the Extranet (the status of) the reservations made.

2.5.2 By making a reservation through the Platforms, a direct contract (and therefore legal relationship) is created solely between the Vendor and the Guest (the "Guest Reservation").

2.5.3 The Vendor is bound to accept a Guest as its contractual party, and to handle the online reservation in compliance with the Vendor Information (including rate) contained on the Platforms at the time the reservation was made and the reservation confirmation, including any supplementary information and/or wishes made known by the Guest.

2.5.4 Other than the fees, extras and (sur-)charges as set out in the confirmed booking, the Vendor shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge).

2.5.5 Complaints or claims with respect to (the products or service offered, rendered or provided by) the Vendor or specific requests made by Guests are to be dealt with by the Vendor, without mediation by or interference of Boookers.com. Boookers.com is not responsible for and disclaims any liability with respect to such claims from Guests. Boookers.com may at all times and at its sole discretion (a) offer customer (support) services to a Guest; (b) act as intermediate between the Vendor and a Guest; (c) provide – at the costs and expenses of the Vendor – alternative Vendors of an equal or better standard in the event of an overbooking or other material irregularities or complaints with respect to the Vendor; or (d) otherwise assist a Guest in its communication with or actions against the Vendor.

2.5.6 In the event of a valid claim of a Guest under the We Price Match guarantee, Boookers.com shall promptly notify the Vendor of such claim and provide the Vendor with the relevant details of the claim. The Vendor shall immediately adjust—to the extent applicable—the rate(s) made available at the Boookers.com Platform such that the lower rate is available for further booking(s). Furthermore, the Vendor shall immediately adjust the rate in the reservation made by the relevant Guest in its administration. Upon check-out of the Guest, the Vendor shall offer the room for the lower rate and shall either (i) settle the difference between the booked rate and the lower rate by charging the Guest for the lower rate; or (ii) refund (in cash) the Guest the difference between the two rates.

2.6 Overbooking and cancellation

2.6.1 The Vendor shall provide the rooms booked and in the event that the Vendor is not able to meet its obligations under this Agreement for any reason whatsoever, the Vendor shall promptly inform Boookers.com via Customer Service (Support@boookers.com; whereas the subject line of each email shall state "overbooking"). Unless Boookers.com has arranged for alternative Vendors (to be verified by the Vendor with Boookers.com), the Vendor will use its best endeavors to procure alternative arrangements of equal or superior quality at the expense of the Vendor and in the event that no Room is available upon arrival, the Vendor will: (a) find suitable alternative Vendors of an equal or better standard to the Vendor holding the Guest ‘s guaranteed booking;

(b) provide free private transportation to the alternative Vendors for the Guest and other members of the Guest’s party who are listed in the Guest’s guaranteed booking; and

(c) reimburse and compensate Boookers.com and/or the Guest for all reasonable costs and expenses (e.g. cost of alternative Vendors, transportation, telephone costs) made, suffered, paid or incurred by the Guest and/or Boookers.com due to or caused by the overbooking. Any amount charged by Boookers.com in this respect shall be paid within 14 days after receipt of the invoice.

2.6.2 The Vendor is not allowed to cancel any online reservation.

 2.6.3 Cancellations made by Guests before the time and date beyond which a cancellation fee applies will not attract commission. Cancellations made by Guests after the time and date beyond which a cancellation fee applies will attract commission in accordance with the terms of this Agreement.

2.7 Credit Card guarantee

2.7.1 Except for reservations paid through Facilitated Payment (in which event this Clause 2.7 is not applicable), guarantee of the booking is based on the credit card details provided by the Guest or the person responsible for the booking. The Vendor shall at all times accept all major credit cards (including MasterCard, Visa and American Express) for guarantee of a booking. The Vendor is responsible for the verification of the validity of these credit card details, the (pre-) authorization of the credit card and the limit of credit on the date of the overnight stay(s) booked. The Vendor shall, upon receipt of a booking, promptly verify and preauthorize the credit card. If the credit card offers no guarantee, the Vendor will immediately notify Boookers.com, which subsequently invites the Guest to guarantee the booking in an alternative manner. If the Guest is unable or unwilling to do this, Boookers.com may cancel the booking upon request of the Vendor. If the credit card (or any alternative guarantee made by the Guest) is not effective or valid for any reason, this shall always be at the risk and for the account of the Vendor. Bookings which are canceled by Boookers.com pursuant to this Clause 2.7.1 will not attract any Commission.              

2.7.2 If the Vendor wants to take payment from the credit card before the date of check-in, it must ensure that the upfront payment conditions (including the (special) rate restrictions, terms and conditions for or connected with such prepayment) are clearly explained to Guests in the information made available to the Guest prior to making a reservation and included in the Vendor Information.

2.7.3 The Vendor shall be responsible for charging the Guest for the consumed stay, no-show fee or charged cancellation (including applicable Taxes for which the Vendor shall be liable and remit to the relevant tax authorities). Credit cards shall be charged in the same currency as set out in the reservation of a Guest. To the extent that this is not possible, the Vendor may charge the credit card of the Guest in a different currency with a reasonable and fair exchange rate.

2.7.4 In the event of offering rooms for cash payment only, no credit card details will be made available by Boookers.com to the Vendor (each a "Cash Only Vendor" or " COA") as guarantee for the booking.

2.8 Data Privacy, Messaging & Usage The Vendor understands and agrees that the Boookers.com Data Privacy and Messaging Guidelines apply and form an integral part of this Agreement. The Boookers.com Data Privacy and Messaging Guidelines are set out in Annex 1.

2.9 Direct marketing to Guests the Vendor agrees not to specifically target Guests that have been obtained via Boookers.com in either online or offline marketing promotions or solicited or unsolicited mail.             

2.10 Force Majeure Event in the event of a Force Majeure Event, the Vendor shall not charge (and shall repay (if applicable)) the Guests affected by the Force Majeure Event any fee, costs, expenses or other amount (including the (non-refundable) rate or the no-show, (change of) reservation or cancellation fee) for (i) any cancellation or change of the reservation made by the Guests, or (ii) that part of the reservation that was not consumed, due to the Force Majeure Event. In the event of reasonable and justified doubt, the Vendor may ask a Guest to provide reasonable evidence of the causality between the Force Majeure Event and cancellation, no-show or change of reservation (and provide Boookers.com upon request with a copy of such evidence). In order for Boookers.com to register any cancellation, no-show or amendment of the reservation due to a Force Majeure Event, the Vendor shall inform Boookers.com within 2 business days after (a) the scheduled check-out date of the no-show or cancellation, or (b) check-out, the number of days actually stayed. Boookers.com will not charge any commission in the event of a registered no-show or cancellation or over that part of the booking which is not consumed due to the Force Majeure Event.

3. LICENSE

3.1 The Vendor hereby grants Boookers.com a non-exclusive, royalty-free and worldwide right and license (or sublicense as applicable): (a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the Vendor as provided to Boookers.com by the Vendor pursuant to this Agreement and which are necessary for Boookers.com to exercise its rights and perform its obligations under this Agreement;

(b) to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the Vendor Information.

3.2 Boookers.com may sublicense, make available, disclose and offer the Vendor Information (including the relevant Intellectual Property Rights) of the Vendor and special offers made available by the Vendor on the Platforms and all such further rights and licenses set out in this Agreement via or in collaboration with (the websites, apps, platform, tools or other devices of) affiliated companies and/or third parties (the "Third Party Platforms").

3.3 In no event shall Boookers.com be liable to the Vendor for any acts or omissions on the part of any Third Party Platforms. The sole remedy for the Vendor with respect to such Third Party Platforms is (i) to request Boookers.com (which has the right and not the obligation) to disable and disconnect with such Third Party Platform, or (ii) termination of this Agreement, all in accordance with the terms of this Agreement.

4. RANKING, GUEST REVIEWS, MARKETING AND FACILITATED PAYMENT (AGENCY) MODEL

4.1 Ranking

 4.1.1 The order in which the Vendor is listed on the Platforms (the "Ranking") is determined automatically and unilaterally by Boookers.com. Ranking is based on and influenced by various factors, including but not limited to the commission percentage (to be) paid by the Vendor, the minimum availability stated by the Vendor, the number of bookings related to the number of visits to the relevant Vendor property page on the Platform (the "Conversion"), the volume realized by the Vendor, the ratio of cancellations, the guest review scores, the customer service history, the number and type of complaints from Guests and the on-time payment record of the Vendor.

4.1.2 The Vendor can influence its own rank by changing the commission percentage and availability for certain periods, and continuously improving the other factors. The Vendor shall not make any claim against Boookers.com regarding the Ranking of Vendor; the Ranking system is automated. The automated Ranking (as defined hereafter) system uses on-time payment as a factor, so failure to pay Commissions on time will result in a reduced rank.

4.2 Guest reviews

4.2.1 Guests who have stayed at the Vendor will be asked by Boookers.com to comment on their stay at the Vendor and to provide a score for certain aspects of their stay.

4.2.2 Boookers.com reserves the right to post these comments and scores on the Platforms. The Vendor acknowledges that Boookers.com is a distributor (without any obligation to verify) and not a publisher of these comments

4.2.3 Boookers.com undertakes to use its best efforts to monitor and review Guest reviews with respect to obscenities or the mention of an individual’s name. Boookers.com reserves the right to refuse, edit or remove unfavorable reviews in the event that such reviews include obscenities or mention an individual’s name.

4.2.4 Boookers.com will not enter into any discussion, negotiation or correspondence with the Vendor with respect to (the content of, or consequences of the publication or distribution of) the Guest reviews.

4.2.5 Boookers.com shall not have and disclaims any liability and responsibility for the content and consequences of (the publication or distribution of) any comments or reviews howsoever or whatsoever.

4.2.6 The guest reviews are for exclusive use by Boookers.com and can be made available on such Platforms as from time to time made available by Boookers.com. Boookers.com exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) the guest reviews and the Vendor is not entitled to (directly or indirectly) publish, market, promote, copy, scrape, (hyper-/deep) link to, integrate, obtain, utilize, combine, share or otherwise use the guest reviews without prior written approval of Boookers.com.

4.3 (Online) marketing and PPC advertising

4.3.1 Boookers.com is entitled to promote the Vendor using the Vendor’s name(s) in online marketing, including email marketing and/or pay-per-click (PPC) advertising. Boookers.com runs online marketing campaigns at its own costs and discretion.

4.3.2 The Vendor is aware of the working methods of search engines, such as checking of content and ranking of URLs. Boookers.com agrees that if the Vendor becomes aware of behavior by Third Party Platforms that breaches the Vendor’s Intellectual Property Rights, then the Vendor will notify Boookers.com in writing with details of the conduct and Boookers.com will use its commercially reasonable endeavors to ensure that the relevant third party takes steps to remedy the breach.

4.3.3 The Vendor agrees not to use, display, benefit from, include, utilize, refer to or specifically target the Boookers.com brand/logo (including trade name, trademark, service mark or other similar indicia of identity or source) whether directly through keyword purchases that use Boookers.com's Intellectual Property Rights, for price comparison purposes or any other purposes (whether on the Vendor platform or any third party platform, system or engine or otherwise), unless approved in writing by Boookers.com. The Vendor will not (directly or indirectly) use or create any (push-click) advertisement on (meta)search sites which advertisement (re)directs and links to the relevant Vendor landing page on the Platforms where the Vendor is advertised, promoted and/or included (no double serving).

4.4 Facilitated Payment

 4.4.1 The Vendor agrees and acknowledges that Boookers.com may (at all times as agent) – from time to time and in certain jurisdictions and for certain properties – facilitate certain payment methods for (pre-/down) payment of the Room Price (as defined below) by Guests to the Vendor pursuant to which (as available) bank transfer, credit card payments or other forms of online payment can be made and processed for and on behalf of the Vendor (by means of full and final settlement of payment) (the "Facilitated Payment"). Boookers.com may from time to time engage a third party to facilitate and process the payment (the "Payment Processor").

4.4.2 The Vendor agrees and acknowledges that for each reservation, the relevant total amount of the reservation (including all applicable Taxes, fees, extras and add-ons made or included during the reservation process (e.g. breakfast) to the extent disclosed to Boookers.com by the Vendor (unless indicated otherwise by Boookers.com)) will be collected and processed by the Payment Processor (the relevant amount hereafter the "Room Price") in accordance with the applicable payment policy of the Vendor for the relevant reservation and disclosed on the Platform.

 4.4.3 The Vendor agrees and acknowledges that Boookers.com may from time to time use and utilize the Facilitated Payment (including other (online) payment methods such as virtual credit cards) for ( i ) (pre-/down) payment of the Room Price by the Guest to the Vendor through the Payment Processor in final settlement of such payment, and (ii) settlement and payment of (a) the due and outstanding Commission by offsetting the due and outstanding Commissions for reservations that have been paid in accordance with Clause 4.4, and (b) such other amounts due by the Vendor to Boookers.com with the total amount of all the Room Prices processed at any time through the Payment Processor. Insofar there are insufficient funds to settle and pay all amounts due to Boookers.com, Boookers.com shall be entitled to collect the relevant deficit by means of Direct Debit (if available), offset with the Deposit (if applicable) or the Vendor shall upon first request of Boookers.com pay the relevant deficit to such bank account as from time to time identified by Boookers.com.

4.4.4 The Vendor agrees and acknowledges that it is—at all times—responsible for the collection, reporting, remittance, withholding and payment to the relevant (tax) authorities (as applicable) of the relevant Taxes, (sur)charges, extras and fees over the Room Price (including the relevant Taxes, (sur)charges, extras, amounts, and fees not included in the Room Price) and remittance, withholding and payment (as applicable) of the Taxes over the Commission, to the relevant tax authorities. Unless Boookers.com has indicated that certain Taxes, fees, charges, add-ons (e.g. breakfast) or other amounts are not included in the Room Price (the "Excluded Elements"), the Vendor shall not further charge, request payment of or collect any amount from the Guest that has not already been included in the Room Price (except for the Excluded Elements (if applicable)).

4.4.5 In order to transfer the relevant collected amount (after deduction and offsetting (if applicable) with the due and outstanding Commissions (if permitted), fees, costs and expenses and such other amounts due to Boookers.com) (the "Net Amount"), the Vendor shall provide Boookers.com with the relevant bank details to which the relevant amount shall be paid or be provided with a virtual credit card (the: “Virtual Card") to collect the relevant funds. The Virtual Card may be authorized or charged as per the date of reservation. For payment by bank transfer: Boookers.com or the Payment Processor shall transfer the Net Amount to the Vendor within 14 days after the end of the booking in which the Guest has checked out. The Vendor acknowledges that the first payment shall only be made upon materialization of the first reservation(s). Payment of the Room Price may at all times without notice be suspended in the event of (alleged or suspected) (credit card) fraud or breach of contract. The Vendor accepts and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies and other intermediaries (for the collection, processing and payment of the relevant funds), there may be differences between the Room Price (as uploaded by the Vendor in the system), the collected amount and the amount paid to the Vendor. The Vendor shall bear the currency exchange risk and the costs and fees as charged by its banks for the receipt and conversion of the Room Price. The funds held by the Payment Processor or any other party for and on behalf of the Vendor will not bear any interest. The relevant funds on the Virtual Card shall be available for collection by the Vendor for a period of 6 months after the date of check-out.

4.4.6 In the event of (alleged) fraudulent activities by the Vendor or if Boookers.com is required by law, court order, (semi-) governmental instruction or orders, arbitrational decision (or similar ruling), subpoena or cancellation policy to make a refund, of all or part of the Room Price (or insofar otherwise reasonable and fair), Boookers.com reserves the right to claim from the Vendor repayment of such amount (re)paid to Guest, but received by the Vendor (which payment shall be made within 14 days of a request by Boookers.com).

4.4.7 Insofar the Vendor agrees to a refund of a fully or partially paid non-refundable Room Price (or part thereof), Boookers.com shall be entitled to settle on behalf of the Vendor the relevant amount paid to the Guest with other amounts collected by the Payment Processor or – if requested by the Vendor and approved by Boookers.com – the relevant amount shall be paid and transferred to Boookers.com within 14 days upon approval by Boookers.com and Boookers.com shall transfer the relevant amount to the Guest as soon as possible from an organizational and technical point of view as of the moment that the entitlement comes into existence legally and not charge the Vendor any commission for such refund.

4.4.8 In the event of a no-show or cancellation, Boookers.com shall be entitled to charge commission over the relevant amount of the room price collected and transferred to the Vendor. In the event of an overbooking, the Commission shall be calculated in accordance with Clause 2.3.2.

4.4.9 The Vendor shall only issue an invoice to the Guest (and provide such Guest upon his/her first request with an invoice) for the full amount of the reservation (including or plus (as required by applicable laws) all applicable Taxes, surcharges and fees). The Vendor shall not invoice (or send an invoice to) Boookers.com for the reservation or stay. Nothing in this Agreement shall constitute or imply that Boookers.com acts or operates as a merchant of record or (re)seller of the room.

5. REPRESENTATIONS AND WARRANTIES

5.1 The Vendor represents and warrants to Boookers.com that for the term of this Agreement:

(i) the Vendor has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have Boookers.com make available on the Platforms (a) the relevant Vendors, and (b) the Intellectual Property Rights with respect to, as set out or referred to in the Vendor Information made available on the Platforms;

(ii) the Vendor holds and complies with all permits, licenses and other governmental authorizations, registrations and requirements necessary for conducting, carrying out and continuing its operations and business and making the Vendor available on the Platforms for reservation (including for short-term stay)

(iii) the price for the rooms advertised on the Platforms correspond to the best available price for an equivalent stay with the Vendor and a better price cannot be obtained by a Guest making a reservation with the Vendor directly or via another (third) party or via another medium or channel; and

(iv) the Vendor (which includes for the purpose of this warranty both the operator as well as the owner of the property) and its (their) directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected to, part of, involved in or related to or under the control, management or ownership of:

(a) terrorists or terrorist organizations;

 (b) parties/persons

 (i) listed as (special) designated nationals/entities or blocked person/entities,

 (ii) otherwise subject to any applicable trade embargo, or financial, economic and trade sanctions; and

(c) parties/persons guilty of money laundering, bribery, fraud or corruption.

The Vendor shall immediately notify Boookers.com in the event of a breach of this Clause 5.1 paragraph (iv). 5.2 Each Party represents and warrants to the other Party that for the term of this Agreement:

(i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;

(ii) it has taken all corporate action required by it to authorize the execution and performance of this Agreement;

(iii) this Agreement constitutes legally valid and binding obligations of that Party in accordance with its terms; and

(iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipality under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.

5.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

 5.4 Boookers.com disclaims and excludes any and all liability with respect to the Vendor which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet. Boookers.com provides (and the Vendor accepts) the Service, the Platform and the Extranet on an "as is" and "as available" basis.

6. INDEMNIFICATION AND LIABILITY

6.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (or its directors, officers, employees, agents, affiliated companies and subcontractors) (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:

 (i) a breach of this Agreement by the Indemnifying Party, or

(ii) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party. 6.2 The Vendor shall fully indemnify, compensate and hold Boookers.com (or its directors, officers, employees, agents, affiliated companies and subcontractors) harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by Boookers.com (or its directors, officers, agents, affiliated companies and subcontractors) in connection with:

(i) all claims made by Guests concerning inaccurate, erroneous or misleading information of the Vendor on the Platforms;

 (ii) all claims made by Guests concerning or related to a stay in the Vendor, overbooking or (partially) canceled or wrong reservations or repayment, refund or charge-back of the Room Price;

 (iii) to the extent that any claims under or pursuant to the We Price Match guarantee are not settled between the Guest and the Vendor upon check-out of the Guest (by payment of the lower rate), all claims made by Guests regarding or pursuant to the We Price Match guarantee;

(iv) all other claims from Guests which are fully or partially attributable to or for the risk and account of the Vendor (including its directors, employees, agents, representatives and the premises of the Vendor) (including claims related to (lack of) services provided or product offered by the Vendor) or which arise due to tort, fraud, willful misconduct, negligence or breach of contract (including the Guest Reservation) by or attributable to the Vendor (including its directors, employees, agents, representatives and the premises of the Vendor) with respect to a Guest or its property; and

(v) all claims against Boookers.com in relation to or as a result of the failure of the Vendor to (a) properly register with relevant tax authorities, or (b) pay, collect, remit or withhold any applicable Taxes, fees and (sur)charges levied or based on the services or other charges hereunder in the relevant jurisdiction (including room price and commission payments).

6.3 Except as otherwise provided for in this Agreement, the maximum liability of one Party to any other party in aggregate for all claims made against such party under or in connection with this Agreement in a year shall not exceed the aggregate commission received or paid by such Party in the preceding year or EUR 100,000 (whichever is higher), unless in the event of tort, fraud, willful misconduct, gross negligence, deliberate non-disclosure or deliberate deception on the part of the liable Party (i.e. the Indemnifying Party), in which event the limitation of liability is not applicable for such liable party. Parties agree and acknowledge that none of the limitations of liability set out in Clause 6 shall apply to any of the indemnifications with respect to third-party claims (e.g. claims from Guests as described in 6.2) or third-party liabilities.

6.4 In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defense (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).

6.5 In no event shall any Party be liable to any other party for any indirect, special, punitive, incidental, or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed.

6.6 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance.

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