GENERAL DELIVERY TERMS

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


  1. DEFINITIONS AND INTERPRETATION

    1. In this Agreement, save where the context otherwise requires or the Agreement otherwise provides, capitalized words and expressions shall have the meanings given to them in Appendix 1.

    2. This Agreement is not intended, nor should anything herein or in any of the arrangements contemplated herein, be construed to create a joint venture or the relationship of partners, partnership or principal and agent between the Parties. Neither Party shall act, or be construed to act, as the agent of the other.


  2. PROPERTY WEBSITE SERVICES

    1. General Prohibitions

      1. The Accommodation agrees not to post, upload, publish, submit or transmit through or to the Site or Property Website Services any Content that: (1) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy/data protection or otherwise violates, or encourages any conduct that would violate, any applicable law, rule, statute, ordinance, court or agency decision or regulation (collectively, the "Laws"), (2) would give rise to civil liability, (3) is fraudulent, false, libellous, misleading or deceptive, (4) is defamatory, obscene, pornographic, sexual, vulgar or has offensive links to an adult orientated, pornographic or otherwise sexually orientated service, (5) promotes sexually explicit materials, illegal activities, violence, discrimination (based on race, sex, religion, nationality, disability, sexual orientation, age or otherwise), bigotry, racism, hatred, harassment or harm against any individual or group (on the basis of age, color, national origin, race, religion, sex, sexual orientation, handicap or otherwise), or (6) is violent or threatening or promotes violence or actions that are threatening to any person or entity.

      2. The Accommodation also agrees not to: (1) use, display, mirror or frame the Site, or any individual element within the Site or Property Website Services, including BookingSuite's name or any BookingSuite Content, (2) access, tamper with, or use non-public areas of the Site or Property Website Services, BookingSuite's computer systems, or the technical delivery systems of BookingSuite's providers, (3) attempt to probe, scan, or test the vulnerability of any BookingSuite system or network or breach any security or authentication measures, (4) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by BookingSuite or any of BookingSuite's providers or any other third party (including another user), (5) attempt to access or search the Site or BookingSuite Content or download BookingSuite Content from the Site or Property Website Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by BookingSuite or other generally available third-party web browsers, (6) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation, (7) use any meta tags or other hidden text or metadata utilising a BookingSuite Trademark or URL, (8) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site or Property Website Services to send altered, deceptive or false source-identifying information, (9) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide or that is contained or displayed within the Site or through the Property Website Services, (10) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or Property Website Services, (11) collect or store any Personal Data from other users of the Site or Property Website Services, (12) impersonate or misrepresent its affiliation with any person or entity, (13) access the Site behind proxy servers or URL cloaking techniques, or (14) encourage or enable any other party to do any of the foregoing.

    2. Monitoring, Investigation and Remedies

      1. The Accommodation acknowledges and agrees that BookingSuite has the right to investigate and prosecute violations of any of the above prohibitions, or of any of these Terms, to the fullest extent of the Laws. The Accommodation acknowledges that BookingSuite has no obligation to monitor the Accommodation's access to or use of the Site or to review or edit any Accommodation Content, but has the right to do so for the purpose of operating the Site, to ensure the Accommodation's compliance with these Terms, to comply with applicable Laws, including the order or requirement of a court, administrative agency or other governmental body or as it otherwise deems necessary or appropriate. BookingSuite reserves the right, at any time and without prior notice, to remove or disable access to any Accommodation Content including, but not limited to, such Content that BookingSuite, at its sole discretion, considers to be in violation of these Terms, applicable Laws, or otherwise harmful to the Site.

    3. 2.3. License Granted by BookingSuite

      1. Subject to the Accommodation's compliance with the terms and conditions of these Terms, BookingSuite grants the Accommodation a limited, revocable, non-exclusive, non-transferable and non-assignable right and license to view, download and print any BookingSuite Content solely for the personal and non-commercial purposes. The Accommodation has no right to sublicense the license rights granted in this section. The Accommodation will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site or BookingSuite Content, except as expressly permitted in these Terms. No licenses or rights are granted to the Accommodation by implication or otherwise under any intellectual property rights owned or controlled by BookingSuite or its licensors, except for the licenses and rights expressly granted in these Terms.

      2. The Accommodation may use the BookingSuite Content under that license for its internal business purposes only and to the extent necessary for the Accommodation to access and use the applicable Property Website Services (i.e. those provided for free or those provided in connection with a Services Subscription).

    4. License Granted by Accommodation

      1. By making available any Accommodation Content on or through the Site or Property Website Services, the Accommodation hereby grants to BookingSuite a worldwide, non-exclusive, non-revocable, perpetual, transferable and royalty-free right and license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, utilize and otherwise exploit such Accommodation Content to the extent necessary for BookingSuite to perform the Property Website Services. The Accommodation also grants BookingSuite the right and license to use, market, promote, display, include and utilize the Accommodation Content (including the Accommodation) (whether on the Site, through the Property Website Services or for online web-marketing (including pay-per click, banners and other online advertisements) and email marketing purposes) to and for the benefit of the Accommodation. BookingSuite runs the online and email marketing campaigns at its own costs and own discretion. BookingSuite does not claim any ownership rights in any Accommodation Content and nothing in these Terms will be deemed to restrict any rights that the Accommodation may have to use and exploit any Accommodation Content.

      2. BookingSuite will not publish, publicly display or perform or otherwise make available to the general public any Accommodation Content outside the scope of the right and license set out in Clause 2.3.1 without the Accommodation's prior permission, which Accommodation agrees will not be unreasonably withheld, delayed or conditioned. If the Accommodation approves such use, the Accommodation shall give the same right and license to such Accommodation Content as set out in Clause 2.3.1. If the Accommodation does not approve such uses of the Accommodation Content, BookingSuite will still charge the Accommodation the applicable Property Website Services Fees, as described below.

    5. Ownership and All Rights Reserved

      1. Without limiting any other language in these Terms, the Accommodation acknowledges and agrees that the Site, Property Website Services, and BookingSuite Content (which includes any Content created or generated by BookingSuite (e.g. translations of accommodation descriptive information created by BookingSuite)) are protected by copyright, trademark, database rights and other Laws and that the Site, Property Website Services and BookingSuite Content (including all associated intellectual property rights) are the sole and exclusive property of BookingSuite and its licensors. The Accommodation further acknowledges and agrees that all Trademarks appearing on the Site, the Property Website Services or in the BookingSuite Content are owned by BookingSuite or the third parties who provide them. The Accommodation will not remove, alter or obscure or claim ownership of any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Property Website Services or BookingSuite Content. For the avoidance of doubt, as between the Accommodation and BookingSuite, the Accommodation own any Accommodation Content provided by the Accommodation to BookingSuite (excluding any translations thereof made by BookingSuite which shall be exclusively owned by BookingSuite).

      2. The Accommodation agrees and acknowledges that reproducing, copying, using, incorporating, imitating, publishing or distributing (a) (any part of) the BookingSuite Content on or of the BookingSuite Site or provided through the Property Website Services or (b) (any part of) the Site itself (including the look and feel/composition, certain features and elements unique to the Site) for any use or purpose not expressly permitted by these Terms is strictly prohibited without the express prior written permission of BookingSuite. Any rights not expressly granted herein are reserved by BookingSuite. The Accommodation shall promptly comply—at its own costs—with any reasonable requests from Booking.com to make changes, alterations or amendments to any aspect or element of its website which is or can be regarded to be confusingly or significantly similar to any element of the Site.

      3. The Accommodation agrees not to specifically target the BookingSuite brands (including affiliate brands such as Booking.com) through keyword purchases that use any intellectual property rights of BookingSuite or its affiliated group companies.

      4. The Accommodation shall not (reverse /dis)assemble, do (reverse)engineering or (de)compile (or otherwise attempt to derive the source code from) the Property Website Services and the Site (including features such as, but not limited to, the Booking Button and Review Widget (including the relevant XML feed or integration)) and the Accommodation shall not use the Property Website Services and the Site (including features such, but not limited to, as the Booking Button and Review Widget (the relevant XML feed)) for any purpose other than in accordance with and in furtherance of this Agreement. This clause shall survive termination.

    6. Accommodation Responsibility

      1. The Accommodation acknowledges and agrees that the Accommodation is solely responsible for all Content that the Accommodation makes available through the Site or the Property Website Services. Accordingly, the Accommodation represents and warrants that: (1) the Accommodation is the sole and exclusive owner of all such Content (excluding any Content created or generated by BookingSuite) or the Accommodation has all necessary rights, licenses, consents and releases that are necessary to grant to BookingSuite the rights and licenses set forth in these Terms, and (2) the Content, its posting, uploading, publication, submission or transmittal of the Content or BookingSuite's use of the Content (or any portion thereof) as set forth in these Terms on, through, in connection with or by means of the Site or the Property Website Services does not and will not infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or violate or result in the violation of any applicable Laws.

      2. The Accommodation acknowledges and agrees that BookingSuite may instruct Booking.com B.V. on its behalf to perform certain Processing activities as a Data Controller in compliance with the Booking.com privacy statement as available on the website www.booking.com. The Accommodation acknowledges and agrees that the Accommodation is solely responsible for informing the End User of the Processing by the Accommodation and Booking.com B.V. as Data Controller and obtaining their consent if required under applicable data protection law with regards to the Processing of End User Data in relation to the Booking Engine Services including the transfer of End User Data to BookingSuite, Booking.com B.V. and/or their affiliates, the use of such data for analytical and marketing purposes, and the use of such data as set out in the Booking.com privacy statement as available on the website www.booking.com.
        To inform End Users about the Processing by Booking.com B.V., the Accommodation agrees to:
        (i) Provide a link to the Booking.com privacy statement as available on the website www.booking.com on the website of the Accommodation, in addition to the Accommodation privacy statement; or
        (ii) Include the following clause into the Accommodation privacy statement: Booking.com: we have teamed up with Booking.com B.V., located at Herengracht 597, 1017 CE Amsterdam, The Netherlands (www.booking.com) (hereafter Booking.com) to offer you our online reservation services. While we provide the content to this website and you make a reservation directly with us, the reservations are processed through Booking.com. The information you enter into this website will therefore also be shared with Booking.com and its affiliates. This may include personal data such as your name, your contact details, your payment details, the names of guests traveling with you and any preferences you specified when making a booking. To find out more about the Booking.com corporate family, visit the Booking.com website. Booking.com may process your personal data for the purposes set out in the Booking.com privacy statement.

      3. Booking.com may send you a confirmation email, a pre-arrival email and provide you with information about our accommodation and the area in which they are located. Booking.com will also provide you with international customer service 24/7 from its local offices in more than 20 languages. Sharing your details with Booking.com’s global customer service staff allows them to respond when you need assistance. Booking.com may use your information for technical, analytical and marketing purposes as further described in the Booking.com privacy statement. This may include that your information might also be shared with other members of the Booking Holdings Inc group of companies for analysis to provide you with travel-related offers that may be of interest to you and to offer you customised service. If you have questions about the processing of your personal data by Booking.com, contact dataprotectionoffice@booking.com.

    7. Parties Responsibilities

      1. Insofar the Accommodation accepts credit cards for payment, the Accommodation is required to comply, and to have their service providers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry ("PCI") Data Security Standard as promulgated from time to time by the major credit card companies.

      2. The Accommodation acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement and BookingSuite acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement.

      3. BookingSuite is not responsible for the validity, verification or authorization of credit cards.

    8. Data Processed by BookingSuite

      1. Applicability: The provisions of this Clause are applicable to the Processing of Personal Data by BookingSuite under the Property Website services. This Processing of Personal Data is subject to the general clauses on Processing by BookingSuite as included under Clause 10 of this Agreement.

      2. Type and scope of Processing of Personal Data: BookingSuite Processes Personal Data collected from Property Website or transferred from Accommodation to BookingSuite per Accommodation's Instructions within the scope of the Property Website services for the duration of this Agreement.

      3. Data Subjects: the Data Subjects Are the End Users.

      4. Categories of Personal Data: The Personal Data Processed by BookingSuite may include the following categories of data, as determined at the sole discretion of Accommodation: personal details and contact information of End Users including name, address, phone number, email address, IP address, unique user IDs (such as cookie IDs), credit card details and reservation details including communications related to the reservation.

      5. Accommodation shall be the Data Controller and BookingSuite shall be the Data Processor in accordance with applicable law Processing End User Data which is transferred to BookingSuite by the Accommodation or on behalf of the Accommodation. The foregoing does not apply to Personal Data collected through cookies placed on the Property Website by BookingSuite.


  3. GUESTFAMILY SERVICES (DIGITAL DIARY BY BOOKINGSUITE)

    1. GuestFamily Services

      1. The "GuestFamily Services" include access to a Digital Diary.
        The Accommodation can input their direct reservations into the Digital Diary offered by "GuestFamily Services." Data imported by the Accommodation will be stored in BookingSuite databases.
        To be eligible to use the GuestFamily Services, the Accommodation must meet the following criteria: (i) not being restricted from the GuestFamily Services; (ii) not being a competitor of BookingSuite or using the GuestFamily Services to compete with BookingSuite; (iii) not violating any other agreement binding the Accommodation; (iv) not violating any rights of BookingSuite; and (v) agreeing to provide at its own costs all equipment, software and internet access necessary to use the GuestFamily Services.
        BookingSuite may modify, replace, refuse access to, suspend or discontinue GuestFamily Services, partially or entirely, or change or modify prices for all or part of the GuestFamily Services in its sole discretion. All such changes shall be effective upon their being posted on the website(s) or by their direct communication to the Accommodation, unless otherwise noted. BookingSuite further reserves the right to withhold, remove and/or discard any content available as part of the Accommodation Account, with or without notice if deemed by BookingSuite to be contrary to this Agreement.

    2. Use of the GuestFamily Services

      1. The User accesses the GuestFamily Services within their Booking.com BV Extranet (hereafter the "Accommodation Account"). The Accommodation is responsible for the accuracy and the transmission of all data entered into the Accommodation Account. The Accommodation is responsible for maintaining the confidentiality of the Accommodation Account information, in particular its password.
        Only the Accommodation shall have access to and use the GuestFamily Services through the Accommodation Account. These rights are non-assignable and non-transferable for the duration of the Contract and without geographical limitation. Disclosure by the Accommodation of the Accommodation Account details to a third party, without the prior consent of BookingSuite, shall entitle BookingSuite to terminate the Agreement without notice, without prejudice to any damages which it may seek.
        The Accommodation accepts responsibility for all activities and changes to data occurring under their user name(s) and password(s) and agrees to indemnify BookingSuite, its affiliated companies, officers, employees and suppliers against any claims, or damages/losses arising from or cost incurred in connection with the use of the GuestFamily Services under its Accommodation Account.
        The Accommodation shall comply with all applicable (competition and consumer) laws when using the GuestFamily Services and use the GuestFamily Services in a professional manner and at its own risk and account.

    3. Data Processed by BookingSuite

      1. Applicability: The provisions of this Clause are applicable to the Processing of Personal Data by BookingSuite under the GuestFamily services. This Processing of Personal Data is subject to the general clauses on Processing by BookingSuite as included under Clause 10 of this Agreement.

      2. Type and scope of Processing of Personal Data: BookingSuite Processes Personal Data transferred from Accommodation to BookingSuite per Accommodation's Instructions within the scope of the GuestFamily services for the duration of this Agreement.

      3. Data Subjects: The Data Subjects are the End Users.

      4. Categories of Personal Data: The Personal Data Processed by BookingSuite may include the following categories of data, as determined at the sole discretion of Accommodation: personal details and contact information of End Users including name, address, email address, phone number, loyalty numbers, IP address, unique user IDs (such as cookie IDs) and reservation details including possible communications related to the reservation.

      5. Accommodation shall be the Data Controller and BookingSuite shall be the Data Processor in accordance with applicable law Processing End User Data which is transferred to BookingSuite by the Accommodation or on behalf of the Accommodation.

  4. iCal

    1. iCal

      1. The iCal feature is a format that allows partners to manage reservations using a simple calendar format. The iCal sync allows an "import" and "export" feature. Data is collected and stored in BookingSuite databases. Single unit properties and small property partners are eligible to opt in to the iCal sync feature.

    2. Data Processed by BookingSuite

      1. Applicability: The provisions of this Clause are applicable to the Processing of Personal Data by BookingSuite under the iCal services. This Processing of Personal Data is subject to the general clauses on Processing by BookingSuite as included under Clause 10 of this Agreement.

      2. Type and scope of Processing of Personal Data: BookingSuite Processes Personal Data transferred from Accommodation to BookingSuite per Accommodation's Instructions within the scope of the iCal services for the duration of this Agreement.

      3. Data Subjects: The Data Subjects are the End Users.

      4. Categories of Personal Data: The Personal Data Processed by BookingSuite may include the following categories of data, as determined at the sole discretion of Accommodation: personal details of End Users including name, address, email address, and reservation details including possible loyalty numbers.

      5. Accommodation shall be the Data Controller and BookingSuite shall be the Data Processor in accordance with applicable law Processing End User Data which is transferred to BookingSuite by the Accommodation or on behalf of the Accommodation.

  5. RATEFAMILY SERVICES

    1. RateFamily Services

      1. The "RateFamily Services" include access to a calendar offering rate or demand information or other data deemed to be relevant to the Accommodation.

      2. To be eligible to use the RateFamily Services, the Accommodation must meet the following criteria: (i) not being restricted from the RateFamily Services; (ii) not being a competitor of BookingSuite or using the RateFamily Services to compete with BookingSuite; (iii) not violating any other agreement binding the Accommodation; (iv) not violating any rights of BookingSuite; and (v) agreeing to provide at its own costs all equipment, software and internet access necessary to use the RateFamily Services.

      3. BookingSuite undertakes to use commercially reasonable efforts to establish an efficient and optimal dynamic pricing grid. In this perspective, BookingSuite shall use commercially reasonable efforts to update, improve and expand the RateFamily Services (all at its sole and exclusive discretion).

      4. BookingSuite may modify, replace, refuse access to, suspend or discontinue RateFamily Services, partially or entirely, or change or modify prices for all or part of the RateFamily Services in its sole discretion. All such changes shall be effective upon their being posted on the website(s) or by their direct communication to the Accommodation, unless otherwise noted. BookingSuite further reserves the right to withhold, remove and/or discard any content available as part of the Accommodation Account, with or without notice if deemed by BookingSuite to be contrary to this Agreement.

    2. Use of the RateFamily Services

      1. The User accesses the RateFamily Services with an account provided by BookingSuite when registering on the website (hereafter the "Accommodation Account"). The Accommodation is responsible for the accuracy and the transmission of all data entered into the Accommodation Account. The Accommodation is responsible for maintaining the confidentiality of the Accommodation Account information, in particular its password.

      2. Only the Accommodation shall have access to and use the RateFamily Services through the Accommodation Account. These rights are non-assignable and non-transferable for the duration of the Contract and without geographical limitation. Disclosure by the Accommodation of the Accommodation Account details to a third party, without the prior consent of BookingSuite, shall entitle BookingSuite to terminate the Agreement without notice, without prejudice to any damages which it may seek.

      3. The Accommodation accepts responsibility for all activities and changes to data occurring under their user name(s) and password(s) and agrees to indemnify BookingSuite, its affiliated companies, officers, employees and suppliers against any claims, or damages/losses arising from or cost incurred in connection with the use of the RateFamily Services under its Accommodation Account.

      4. The Accommodation shall comply with all applicable (competition and consumer) laws when using the RateFamily Services and use the RateFamily Services in a professional manner and at their own risk and account.

  6. CONNECTED MARKETPLACE

    1. Connected Marketplace Services

      1. The "Connected Marketplace Services," also referred to as "CMP" includes the BookingSuite App Store, SuiteStore Marketplace, B.Cloud ,and Vendor Portal products where Accommodation partners can adopt technology and service solutions (applications) from external Solution Partners using data from various accommodation partners.

      2. To be eligible to use the Connected Marketplace Services, the Accommodation must meet the following criteria: (i) not being restricted from the Connected Marketplace Services; (ii) not being a competitor of BookingSuite or using the RateFamily Services to compete with BookingSuite; (iii) not violating any other agreement binding the Accommodation; (iv) not violating any rights of BookingSuite; and (v) agreeing to provide at its own costs all equipment, software and internet access necessary to use the Connected Marketplace Services.

      3. BookingSuite undertakes to use commercially reasonable efforts to establish an efficient and optimal dynamic pricing grid. In this perspective, BookingSuite shall use commercially reasonable efforts to update, improve and expand the Connected Marketplace Services (all at its sole and exclusive discretion).

      4. BookingSuite may modify, replace, refuse access to, suspend or discontinue Connected Marketplace Services, partially or entirely, or change or modify prices for all or part of the Connected Marketplace Services in its sole discretion. All such changes shall be effective upon their being posted on the website(s) or by their direct communication to the Accommodation, unless otherwise noted. BookingSuite further reserves the right to withhold, remove and/or discard any content available as part of the Accommodation Account, with or without notice if deemed by BookingSuite to be contrary to this Agreement.

    2. Use of the Connected Marketplace Services

      1. The User accesses the Connected Marketplace Services with an account provided by BookingSuite when registering on the website (hereafter the "Accommodation Account"). The Accommodation is responsible for the accuracy and the transmission of all data entered into the Accommodation Account. The Accommodation is responsible for maintaining the confidentiality of the Accommodation Account information, in particular their password.

      2. Only the Accommodation shall have access to and use the Connected Marketplace Services through the Accommodation Account. These rights are non-assignable and non-transferable for the duration of the Contract and without geographical limitation. Disclosure by the Accommodation of the Accommodation Account details to a third party, without the prior consent of BookingSuite, shall entitle BookingSuite to terminate the Agreement without notice, without prejudice to any damages which it may seek.

      3. The Accommodation accepts responsibility for all activities and changes to data occurring under its user name(s) and password(s) and agrees to indemnify BookingSuite, its affiliated companies, officers, employees and suppliers against any claims, or damages/losses arising from or cost incurred in connection with the use of the Connected Marketplace Services under their Accommodation Account.

      4. The Accommodation shall comply with all applicable (competition, marketing and consumer) laws when using the Connected Marketplace Services and use the Connected Marketplace Services in a professional manner and at their own risk and account.

    3. Data Processed by BookingSuite

      1. Applicability: The provisions of this Clause are applicable to the Processing of Personal Data by BookingSuite under the Connected Marketplace Services. This Processing of Personal Data is subject to the general clauses on Processing by BookingSuite as included under Clause 10 of this Agreement.

      2. Type and scope of Processing of Personal Data: BookingSuite Processes Personal Data transferred from Accommodation to BookingSuite per Accommodation's Instructions within the scope of the Connected Marketplace Services for the duration of this Agreement, which includes transferring data to vendors, property management systems or other third parties as determined at the sole discretion of Accommodation.

      3. Data Subjects: The Data Subjects are the End Users.

      4. Categories of Personal Data: The Personal Data Processed by BookingSuite may include the following categories of data, as determined at the sole discretion of Accommodation: personal details and contact information of End Users including name, address, email address, contact information, unique user IDs (such as cookie IDs) and reservation details including possible loyalty numbers.

      5. Accommodation shall be the Data Controller and BookingSuite shall be the Data Processor in accordance with applicable law Processing End User Data which is transferred to BookingSuite by the Accommodation or on behalf of the Accommodation.

    4. Payment and Disclaimer Connected Marketplace

      1. BookingSuite facilitates (through third-party payment processors) the payment of the relevant product or service (i.e. the payment facilitation service) for and on behalf of the vendors and suppliers that offer their products on or through the Connected Marketplace (Booking.com never acts nor operates as the merchant of record). Payment is processed to the relevant vendor/supplier through a third-party payment processor. Any payment facilitated by us for and on behalf of, and transferred to the vendor/supplier will in each case constitute a payment of (part of) the booking price by you of the relevant product or service in final settlement ("bevrijdende betaling") of such (partial) due and payable price and you cannot reclaim such paid monies.

      2. BookingSuite is not responsible nor liable for the relevant prices as displayed for the relevant Products (including taxes, fees, surcharges or levies) (or any errors or omissions in this respect). The Accommodation shall not hold BookingSuite liable for any obvious errors and mistakes (including misprints) (which are all not valid and binding). All special offers and promotions must be marked as such.

      3. BookingSuite is not responsible (and disclaims any liability) for the use, validity, quality, suitability, fitness and due disclosure of the products or services (offered or made available on or through the Connected Marketplace) and makes no representations, warranties or conditions of any kind in this respect, whether implied, statutory or otherwise, including any implied warranties of merchantability, title, non-infringement or fitness for a particular purpose. The Accommodation acknowledges and agrees that the relevant vendor or supplier is solely responsible and assumes all responsibility and liability with respect to the product/service (including any warranties and representations made by the vendor/supplier). Booking.com is not a (re)seller, offeror or provider of a product/service made available on the Connected Marketplace. Complaints or claims in respect of the product/service (including related to the offered (special/promotion) price, policy or specific requests made by the Accommodation) are to be dealt with by the vendor/supplier. Booking.com is not responsible for and disclaims any liability in respect of such complaints, claims and (product) liabilities or deficiencies.

  7. BOOKING ENGINE STAND ALONE (BOOKINGBUTTON)

    1. General Prohibitions

      1. The Accommodation also agrees not to: (1) use, display, mirror or frame the Site, or any individual element within the Site or Booking Engine stand alone Services, including BookingSuite's name or any BookingSuite Content, (2) access, tamper with, or use non-public areas of the Booking Engine Services, BookingSuite's computer systems, or the technical delivery systems of BookingSuite's providers, (3) attempt to probe, scan, or test the vulnerability of any BookingSuite system or network or breach any security or authentication measures, (4) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by BookingSuite or any of BookingSuite's providers or any other third party (including another user), (5) attempt to access or search the Site or BookingSuite Content or download BookingSuite Content from the Booking Engine Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by BookingSuite or other generally available third-party web browsers, (6) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation, (7) use any meta tags or other hidden text or metadata utilising a BookingSuite Trademark or URL, (8) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site or Property Website Services to send altered, deceptive or false source-identifying information, (9) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide or that is contained or displayed within the Booking Engine, (10) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Booking Engine Services, (11) collect or store any Personal Data from other users of the Booking Engine Services, (12) impersonate or misrepresent its affiliation with any person or entity, (13) access the Site behind proxy servers or URL cloaking techniques, or (14) encourage or enable any other party to do any of the foregoing.

    2. Monitoring, Investigation and Remedies

      1. The Accommodation acknowledges and agrees that BookingSuite has the right to investigate and prosecute violations of any of the above prohibitions, or of any of these Terms, to the fullest extent of the Laws. The Accommodation acknowledges that BookingSuite has no obligation to monitor the Accommodation's access to or use of the Site or to review or edit any Accommodation Content, but has the right to do so for the purpose of operating the Site, to ensure the Accommodation's compliance with these Terms, to comply with applicable Laws, including the order or requirement of a court, administrative agency or other governmental body or as it otherwise deems necessary or appropriate. BookingSuite reserves the right, at any time and without prior notice, to remove or disable access to any Accommodation Booking Engine including, but not limited to, such Content that BookingSuite, at its sole discretion, considers to be in violation of these Terms, applicable Laws, or otherwise harmful to the Site.

    3. License Granted by BookingSuite

      1. Subject to the Accommodation's compliance with the terms and conditions of these Terms, BookingSuite grants the Accommodation a limited, revocable, non-exclusive, non-transferable and non-assignable right and license to view, download and print any BookingSuite Content solely for the personal and non-commercial purposes. The Accommodation has no right to sublicense the license rights granted in this section. The Accommodation will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site or BookingSuite Content, except as expressly permitted in these Terms. No licenses or rights are granted to the Accommodation by implication or otherwise under any intellectual property rights owned or controlled by BookingSuite or its licensors, except for the licenses and rights expressly granted in these Terms.

      2. The Accommodation may use the BookingSuite Content under that license for its internal business purposes only and to the extent necessary for the Accommodation to access and use the applicable Booking Engine Services (i.e. those provided for free or those provided in connection with a Services Subscription).

    4. License Granted by Accommodation

      1. By making available any Accommodation Content on or through the Booking Engine Services, the Accommodation hereby grants to BookingSuite a worldwide, non-exclusive, non-revocable, perpetual, transferable and royalty-free right and license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, utilize and otherwise exploit such Accommodation Content to the extent necessary for BookingSuite to perform the Booking Engine Services. The Accommodation also grants BookingSuite the right and license to use, market, promote, display, include and utilize the Accommodation Content (including the Accommodation) (whether on the Booking Engine, through the Booking Engine Services or for online web-marketing (including pay-per click, banners and other online advertisements) and email marketing purposes) to and for the benefit of the Accommodation. BookingSuite runs the online and email marketing campaigns at its own costs and own discretion. BookingSuite does not claim any ownership rights in any Accommodation Content and nothing in these Terms will be deemed to restrict any rights that the Accommodation may have to use and exploit any Accommodation Content.

      2. BookingSuite will not publish, publicly display or perform or otherwise make available to the general public any Accommodation Content outside the scope of the right and license set out in Clause 2.3.1 without the Accommodation's prior permission, which Accommodation agrees will not be unreasonably withheld, delayed or conditioned. If the Accommodation approves such use, the Accommodation shall give the same right and license to such Accommodation Content as set out in Clause 2.3.1. If the Accommodation does not approve such uses of the Accommodation Content, BookingSuite will still charge the Accommodation the applicable Booking Engine Services Fees, as described below.

    5. Ownership and All Rights Reserved

      1. Without limiting any other language in these Terms, the Accommodation acknowledges and agrees that the Booking Engine Services, and BookingSuite Content are protected by copyright, trademark, database rights and other Laws and that the Booking Engine Services and BookingSuite Content (including all associated intellectual property rights) are the sole and exclusive property of BookingSuite and its licensors. The Accommodation further acknowledges and agrees that all Trademarks appearing on the Booking Engine Services or in the BookingSuite Content are owned by BookingSuite or the third parties who provide them. The Accommodation will not remove, alter or obscure or claim ownership of any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Booking Engine Services or BookingSuite Content.

      2. The Accommodation agrees and acknowledges that reproducing, copying, using, incorporating, imitating, publishing or distributing (a) (any part of) the BookingSuite Content on or of the BookingSuite Site or provided through the Booking Engine Services or (b) (any part of) the Booking Engine itself (including the look and feel/composition, certain features and elements unique to the Booking Engine) for any use or purpose not expressly permitted by these Terms is strictly prohibited without the express prior written permission of BookingSuite. Any rights not expressly granted herein are reserved by BookingSuite. The Accommodation shall promptly comply—at their own costs—with any reasonable requests from Booking.com to make changes, alterations or amendments to any aspect or element of the Booking Engine which is or can be regarded to be confusingly or significantly similar to any element of the Site.

      3. The Accommodation agrees not to specifically target the BookingSuite brands (including affiliate brands such as Booking.com) through keyword purchases that use any intellectual property rights of BookingSuite or its affiliated group companies.

      4. The Accommodation shall not (reverse/dis)assemble, do (reverse)engineering or (de)compile (or otherwise attempt to derive the source code from) the Booking Engine Services (including features such as, but not limited to, the Booking Button (including the relevant XML feed or integration)) and the Accommodation shall not use the Booking Engine Services (including features such, but not limited to, as the Booking Button and (the relevant XML feed)) for any purpose other than in accordance with and in furtherance of this Agreement. This clause shall survive termination.

    6. Accommodation Responsibility

      1. The Accommodation acknowledges and agrees that the Accommodation is solely responsible for all Content that the Accommodation makes available through the Extranet. Accordingly, the Accommodation represents and warrants that: (1) the Accommodation is the owner of their content as provided or made available to BookingSuite, or (2) the Accommodation has all necessary rights, licenses, consents and releases that are necessary to grant to BookingSuite the rights and licenses set forth in these Terms or as required to perform its obligations under the Agreement.

      2. The Accommodation acknowledges and agrees that BookingSuite instructs Booking.com B.V. on its behalf to perform certain Processing activities as a Data Controller in compliance with the Booking.com privacy statement as available on the website www.booking.com. The Accommodation acknowledges and agrees that the Accommodation is solely responsible for informing the End User of the Processing by the Accommodation and Booking.com B.V. as Data Controller and obtaining their consent if required under applicable data protection law with regards to the Processing of End User Data in relation to the Booking Engine Services including the transfer of End User Data to BookingSuite, Booking.com B.V. and/or their affiliates, the use of such data for analytical and marketing purposes, and the use of such data as set out in the Booking.com privacy statement as available on the website www.booking.com.
        To inform End Users about the Processing by Booking.com B.V., the Accommodation agrees to:
        (i) Provide a link to the Booking.com privacy statement as available on the website www.booking.com on the website of the Accommodation, in addition to the Accommodation privacy statement; or
        (ii) Include the following clause into the Accommodation privacy statement: Booking.com: we have teamed up with Booking.com B.V., located at Herengracht 597, 1017 CE Amsterdam, The Netherlands (www.booking.com) (hereafter Booking.com) to offer you our online reservation services. While we provide the content to this website and you make a reservation directly with us, the reservations are processed through Booking.com. The information you enter into this website will therefore also be shared with Booking.com and its affiliates. This may include personal data such as your name, your contact details, your payment details, the names of guests traveling with you and any preferences you specified when making a booking. To find out more about the Booking.com corporate family, visit the Booking.com website. Booking.com may process your personal data for the purposes set out in the Booking.com privacy statement.
        Booking.com may send you a confirmation email, a pre-arrival email and provide you with information about our accommodation and the area in which they are located. Booking.com will also provide you with international customer service 24/7 from its local offices in more than 20 languages. Sharing your details with Booking.com’s global customer service staff allows them to respond when you need assistance. Booking.com may use your information for technical, analytical and marketing purposes as further described in the Booking.com privacy statement. This may include that your information might also be shared with other members of the Booking Holdings Inc group of companies. for analysis to provide you with travel-related offers that might be of interest to you and to offer you customized service. If you have questions about the processing of your personal data by Booking.com, contact dataprotectionoffice@booking.com.

    7. Parties Responsibilities

      1. Insofar the Accommodation accepts credit cards for payment, the Accommodation is required to comply, and to have their service providers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry ("PCI") Data Security Standard as promulgated from time to time by the major credit card companies.

      2. The Accommodation acknowledges that they are responsible for the security of cardholder data they process within the context of this Agreement and BookingSuite acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement.

      3. BookingSuite is not responsible for the validity, verification or authorization of credit cards.

    8. Data Processed by BookingSuite

      1. Applicability: The provisions of this Clause are applicable to the Processing of Personal Data by BookingSuite under the Booking Engine services. This Processing of Personal Data is subject to the general clauses on Processing by BookingSuite as included under Clause 10 of this Agreement.

      2. Type and scope of Processing of Personal Data: BookingSuite Processes Personal Data collected from Booking Engine or transferred from Accommodation to BookingSuite per Accommodation's Instructions within the scope of the Booking Engine services for the duration of this Agreement.

      3. Data Subjects: The Data Subjects are the End Users.

      4. Categories of Personal Data: The Personal Data Processed by BookingSuite may include the following categories of data, as determined at the sole discretion of the Accommodation: personal details and contact information of End Users including name, address, phone number, email address, IP address, unique user IDs (such as cookie IDs), credit card details and reservation details including communications related to the reservation.

      5. Accommodation shall be the Data Controller and BookingSuite shall be the Data Processor in accordance with applicable law Processing End User Data which is transferred to BookingSuite by the Accommodation or on behalf of the Accommodation. The foregoing does not apply to Personal Data collected through cookies placed on the Booking Engine by BookingSuite.


  8. INTELLECTUAL PROPERTY RIGHTS

    1. The Accommodation agrees and acknowledges that BookingSuite owns all rights, titles and interests in and to the GuestFamily Services, Connected Marketplace, RateFamily Services and the Property Website Services (including the Site(s), the URLs representing the GuestFamily, Connected Marketplace and RateFamily website(s) and the BookingSuite, Connected Marketplace, "GuestFamily" or "RateFamily" logo).

    2. The Accommodation shall not (reverse/dis)assemble, do (reverse)engineering or (de)compile (or otherwise attempt to derive the source code from or algorithm of) the RateFamily Services (including the relevant XML feed or integration) and the Accommodation shall not use the RateFamily Services for any purpose other than in accordance with and in furtherance of this Agreement. This clause shall survive termination.

  9. CALCULATION FEES/COMMISSION, DEPOSIT, INVOICES AND PAYMENT

    1. Fees, Commission and Deposit

      1. All fees as charged or due and payable under the Agreement (the "Fees") shall be set out or calculated in accordance with BookingSuite Agreement. All (offered) prices are exclusive of taxes. Payment shall be made in accordance with Clause 9.2. All Fees shall be non-refundable and non-cancelable. In respect of all Fees, the following applies:
        (i) in the event of commencement of the services during a month, BookingSuite will charge a pro rata amount for that month; otherwise, there will be no pro rata charges, (pro rata) refunds or credits for partial months, or for Services upgrades or downgrades. In the event of a Service upgrade of the Services, the relevant Fee(s) shall be due and payable as of the month in which the Services are upgraded. In the event of a downgrade of the Services, the relevant Fee(s) shall not be adjusted;
        (ii) (if applicable) the relevant Fee(s) for the relevant Services ordered by the Accommodation shall not be due for the term of the Trial Period (as set out in the BookingSuite Agreement);
        (iii) unless agreed otherwise by Parties (but always at the discretion of BookingSuite), the Fee(s) shall be paid and invoiced either (a) as an advance payment for the entire relevant Term, (b) as a monthly advance payment for each month during the Term, or (c) in the subsequent month for the preceding month.

      2. Commission payments for using Property Websites services and Booking Engine services shall be calculated as follows:
        (a) For each reservation made on the Site or through Booking Engine stand-alone service by an End User the Accommodation shall pay BookingSuite a commission (the "Commission") calculated in accordance with Clause 9.1.3. Payment shall be made in accordance with Clause 9.2.

      3. The aggregate Commission per reservation is equal to the multiple of (i) the number of nights stayed at the Accommodation by the End User, (ii) the booked rate per room per night (including VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies) and such other extras, fees and surcharges which are included in the offered rate at the time of booking of the room by an End User on the Sites (such as breakfasts, meals (half-board or full-board), bicycle rental, late check-outs/early check-in fees, extra person charges, resort fees, roll-away beds, theater tickets, service fees, etc), (iii) the number of booked rooms by the End User, and (iv) the relevant Commission percentage set out in the Suite Agreement (plus VAT/taxes (if applicable)). Commission shall also be due and payable in the event of an overbooking, no-show or charged cancellation and shall be calculated in accordance with the confirmed booking. For the avoidance of doubt, Commission will be charged in the event of overbooking or a no-show (unless the Accommodation has notified Booking.com of the relevant no-show within 2 business days after the scheduled date of check-out of the Guest) or a charged cancellation (cancellation in violation of the free cancellation policy of the Accommodation) and shall be calculated in accordance with the confirmed booking.

      4. If the Accommodation becomes delinquent or is consistently delinquent with outstanding payments, the Accommodation shall upon first request of BookingSuite pay a deposit which shall be equal to minimum the sum of the 3 highest invoices in the last 12 months or such other amount as determined by BookingSuite at its discretion (the "Deposit") to maintain ongoing services as provided by BookingSuite. The Deposit will be held by BookingSuite as a security for performance of the (payment) obligations of the Accommodation under the Agreement. Upon termination of this Agreement, the Deposit, or any balance thereof after deducting Fees and Commission, shortfall payments and other costs due to BookingSuite will be repaid to the Accommodation within 30 days after settlement in full of the outstanding obligations and liabilities (including the payment of the due and/or outstanding Fees and Commission). Upon first request of BookingSuite, the Accommodation shall pay as further Deposit such additional amount as requested by BookingSuite if the Fees or outstanding Commission exceeds the Deposit or if the Accommodation frequently fails to pay the Fees or Commission if and when due. At any point during the term of the Agreement, BookingSuite will monitor the (payment) performance of the Accommodation and may decide to repay the Deposit to the Accommodation after review (used criteria at BookingSuite discretion). The amount of the Deposit shall in no way limit or cap the liability of the Accommodation under this Agreement. The Deposit shall not bear any interest.

    2. Invoices and (late) payment

      1. BookingSuite shall invoice the Accommodation in accordance with the terms of the Suite Agreement and invoice shall be sent to the Accommodation by mail, (e)fax, online or email.

      2. Payment of any invoice is due within 14 days after receipt of the invoice. All payments shall be made by means of Direct Debit, or in case this is not available in the banking system of the bank where the payment is made from, by wire transfer (to such bank account as identified by BookingSuite) or (subject to prior approval by BookingSuite) credit card. For the avoidance of doubt, other means of payment (such as by check or through "payment agencies") cannot be processed by BookingSuite and therefore will not be accepted. The Accommodation shall bear all costs as charged by the banks for the transfer of the funds.

      3. The amounts invoiced shall be paid by the Accommodation in the relevant currency (and if applicable at the exchange rate) as specified in the invoice. BookingSuite may at its sole discretion prepare invoices either in a major currency (e.g. EUR/USD/GBP) or the relevant local currency of the Accommodation and subsequently convert the relevant final amount in 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 checkout). The exchange rate used shall be the interbank rate (closing rate as of 4 pm EST) as used or promulgated by major international financial banks or service companies from time to time selected by BookingSuite.

      4. In the event of late payment of the invoice, BookingSuite is entitled to (i) charge statutory interest as set by the Dutch authorities and reasonable debt recovery costs, and/or (ii) suspend the Services, without a notice of default being required.

      5. In the event of a dispute between BookingSuite and the Accommodation in respect of an invoice, any undisputed amount of the relevant invoice will be paid in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute.

    3. Gross up payment

      1. All payments to be made under the 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 Accommodation is compelled to make any such deduction or withholding, it will pay to BookingSuite such additional amounts as are necessary to ensure receipt by BookingSuite of the full (net) amount as set out in the invoice which BookingSuite would have received but for the deduction. The Accommodation 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) payment due from the Accommodation to BookingSuite.

      2. The Accommodation is responsible for withholding and reporting relevant taxes (i.e. mentioned above in 9.3.1) applicable to the payments to BookingSuite according to the relevant tax regulations and the practices and requests of the tax authorities. The Accommodation shall bear and be responsible for the payment and remittance of the taxes applicable to the payments under the Agreement and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the payments under the Agreement. If required, the Accommodation shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the payments under the Agreement. The Accommodation shall upon first request of BookingSuite provide BookingSuite with (photo/scanned)copies of tax payment certificates/tax exemption certificates upon each remittance of the payments under the Agreement. The Accommodation represents and covenants that they are duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other accommodation provider.

    4. Third-party invoices

      1. The Accommodation agrees and accepts that BookingSuite may from time to time collect and process the invoices as issued by Vendors for, in the name of and/or on behalf of the Vendors (and to the extent required, the Accommodation hereby accepts, consents and acknowledges the transfer, set over and assignment of (the right to collect) the claim, if applicable). Booking.com is at all times entitled to settle and set off any amounts due to the Vendors with any amount held or processed by Booking.com of the Accommodation (without further notice). In the event of failure of timely payment of any amounts due to the Vendor(s), BookingSuite is entitled to suspend its Services to the Accommodation.


  10. PRIVACY AND DATA PROTECTION

    1. This clause sets out the terms, on which BookingSuite will handle as a Data Processor, any Personal Data provided to it by the Accommodation or a third party upon Instruction of the Accommodation for the purpose of providing the Services to the Accommodation, or collected or generated by it in its provision of the Services to the Accommodation.

    2. The Accommodation is at all times responsible for compliance with all applicable data protection laws. The Accommodation warrants that all Personal Data Processed by BookingSuite shall be collected and Processed by the Accommodation in accordance with applicable laws including without limitation: (a) ensuring that all Personal Data is collected and Processed fairly and lawfully and that consent has been obtained from the Data Subjects where necessary; and (b) ensuring that all Personal Data is accurate and up to date and that a fair notice is provided to the Data Subjects which describes the Processing to be undertaken by BookingSuite pursuant to the Services agreed upon in this Agreement.

    3. Accommodation shall indemnify and hold BookingSuite harmless against all claims, actions, third party or supervisory authority claims, losses, damages and expenses arising from any breach by the Accommodation of this Clause.

    4. BookingSuite will ensure that any of its personnel who will have access to the End User Data is obliged to maintain the confidentiality of the End User Data.

    5. BookingSuite will have in place appropriate technical and organizational measures to protect the End User Data against unauthorized or unlawful Processing and against accidental loss, destruction or alteration of, or damage to, the End User Data.

    6. BookingSuite will inform the Accommodation without undue delay if it becomes aware of any accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure of or access to the End User Data on the systems of BookingSuite and shall provide the Accommodation with reasonable assistance in investigating and mitigating the impact of any such data breach.

    7. On the termination of the Agreement with the Accommodation, BookingSuite will, at the choice of the Accommodation, delete or return all End User Data on its systems to the Accommodation, unless BookingSuite is required to retain certain End User Data in order to fulfill its obligations under applicable law.

    8. Taking into account the nature of the Processing and the information available, BookingSuite will provide reasonable assistance to the Accommodation insofar as this is possible, for the fulfillment of the Accommodation's obligation to respond to requests exercising Data Subject’s right laid down in the General Data Protection Regulation 2016/679 ("GDPR") and the fulfillment of the Accommodation’s obligations under Article 32 to 36 of the GDPR, at the costs of the Accommodation.

    9. BookingSuite will make available to the Accommodation, at the Accommodation's reasonable request, a report necessary to demonstrate compliance with this Clause [9.9] ("Audit Report"). If the Accommodation has serious reasons to believe that BookingSuite is breaching this Clause [9.9], the Accommodation may request inspections conducted by an independent certified auditor or a certified auditor working for the Accommodation on BookingSuite's premises. ("On-Site Audit"). Such On-Site Audits are subject to the following conditions: (i) On-Site Audits are limited to processing facilities and personnel of BookingSuite involved in the Processing activities covered by this Agreement; and (ii) On-Site Audits occur no more than once annually or as required by applicable law or by a competent supervisory authority; and (iii) may be performed during regular business hours without disrupting BookingSuite's business operations, in accordance with BookingSuite's security policies, and after a reasonable prior notice; and (iv) the Accommodation shall bear any costs arising out of or in connection with the On-Site Audit at the Accommodation and BookingSuite. The Accommodation may create an audit report summarizing the findings and observations of the On-Site Audit ("On-Site Audit Report"). On-Site Audit Reports as well as Audit Reports are confidential information of BookingSuite and the Accommodation will not disclose them to third parties except for its legal counsel and consultants or if the Accommodation is required to disclose under applicable law or upon a request from a competent supervisory authority or if BookingSuite consented to the disclosure.

    10. BookingSuite will Process any End User Data outside the EEA, or will transfer any End User Data outside the EEA, only if such Processing or transfer is compliant with the European Data Protection Laws.

    11. The Accommodation herewith provides its general written authorization to BookingSuite to engage sub-contractors (including Booking.com B.V.). To the extent the European Data Protection Laws applies, BookingSuite may engage sub-contractors if it respects article 28 (2) and (4) GDPR.

    12. When BookingSuite acts as a Data Controller

    13. When rendering the Services, BookingSuite also collects and Processes Personal Data for its own analytical purposes. General information on the Processing of Personal Data by BookingSuite can be found in the BookingSuite Privacy Statement.

    14. The analytical purposes for which BookingSuite collects Personal Data include, analyzing how the Services or parts of the Services are used, performing tests, product improvement, maintenance and development and trend watching ("Analytics"). It is BookingSuite's legitimate interest to perform Analytics. The knowledge gained as a result of Analytics may be included in reports, which BookingSuite may use internally and externally and share with third parties.

  11. MESSAGING

    1. Messaging tools

      1. BookingSuite may, as part of its service to the Accommodation, facilitate the communication between the Accommodation, the End-User and/or a third party (the "Messaging Service") using tools provided by BookingSuite. BookingSuite will Process communications sent through the Messaging Service (the "Communications") in accordance with the BookingSuite Privacy Statement applicable to Accommodations. The Accommodation agrees and consents to the Processing of Communications by BookingSuite (including any storage, receipt, access, insight and screening of communications by BookingSuite) and confirms that it has informed (and as required by applicable law, obtained consent from) the Accommodation's employees, agents, representatives and other individuals using the Messaging Service for or on the Accommodation's behalf as to the Processing of Communications that may include their Personal Data.

  12. WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY

    1. Warranties

      1. 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 legal valid and binding obligations of that Party in accordance with its terms, and
        (iv) it shall comply with all applicable Laws of the jurisdiction where it is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.

      2. The Accommodation represents and warrants to BookingSuite that for the term of this Agreement:
        (i) the Accommodation has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have BookingSuite make available on the Site (a) the Accommodation, and (b) the intellectual property rights in respect of, as set out or referred to in the information relating or regarding the Accommodation (whether used to, in or for the benefit of the Services or made available on the Site);
        (ii) the execution and entering into of this Agreement and the performance of the relevant obligations under this Agreement (including the (sub)license granted under this Agreement and the supply and making available of the Accommodation Content) by the Accommodation to BookingSuite does not (i) result in a breach of any agreement with any third party, and (ii) infringe any third party intellectual property right (including copyright, trademark, patent or database right);
        (iii) the Accommodation and 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, or (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.

      3. The Accommodation shall upon first request of BookingSuite fully cooperate and assist BookingSuite with (and disclose all reasonably requested information in respect of) the identification of the (ultimate) owner, manager and/or controller of the Accommodation and/or the Accommodation and promptly inform BookingSuite of any breach of the warranties set out above.

    2. Disclaimer

      1. Except as otherwise expressly provided in this Agreement, neither Party makes any representation or warranty, 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.

      2. The Site, the Services and BookingSuite Content (including Legal Documents) are provided on an "as is" and "as available" basis, without warranty of any kind, either express, statutory or implied. Furthermore, BookingSuite explicitly disclaims any (express, implied or statutory) warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, or any warranties arising out of course of dealing or usage of trade, product or service. BookingSuite makes no warranty that the Site, Services or BookingSuite content will (a) meet the Accommodation's requirements, (b) comply with applicable laws, or (c) be available on an uninterrupted, secure or error-free basis. BookingSuite makes no warranty regarding the quality of any products, services or BookingSuite content purchased or obtained through the Site or Services or the accuracy, timeliness, truthfulness, completeness or reliability of any content, including end/other users' content, obtained through the Site or Services. For clarity, no advice or information, whether oral or written, obtained from BookingSuite or through the Site, Services or BookingSuite Content will create any warranty not expressly made herein.

      3. As part of its Services, BookingSuite may from time to time create, host, develop, manage, offer, make available, use or maintain legal documents that apply vis-à-vis end users/visitors of the Site or customers of the Accommodation e.g. terms and conditions, privacy statement, cookie notice (cancellation/no-show) policies, FAQs (collectively the "Legal Documents") to or for the benefit of the Accommodation or that the Accommodation can use for its own products and services and on the Site. BookingSuite does not give any comfort, guarantee or warranty (and disclaims any responsibility and liability) that these Legal Documents (i) comply with all applicable laws, and (ii) are valid, binding and enforceable. The use of the Legal Documents is at the Accommodation's own risk and account and the Accommodation is strongly advised to seek (at its own costs) legal consultation and advice from its lawyer(s) in order to make sure that these legal documents comply with all applicable laws and are valid, binding and enforceable.

      4. BookingSuite does not guarantee continuous, or uninterrupted access to the Services and (web)Site(s), which may be interfered with by numerous factors outside BookingSuite's control. The Accommodation acknowledges and agrees that its access to and use of the Site and the Services is dependent upon access to telecommunications and Internet services. The Accommodation acknowledges the difficulties inherent to the use of the (mobile) Internet, communication and broadband, in particular, varying speeds and congestion in the (mobile) network, connections, systems and servers can cause interruptions, delays and difficulties in accessing, browsing, navigating or using the Site. Accommodation excludes any and all liability in respect of BookingSuite which is related to any (un-)planned or (un-)scheduled (wholly or partial) outage, downtime, interruption, breakdown or unavailability (whether for maintenance, upgrades, updates or otherwise) of the Site and/or the Services. Accommodation shall be solely and at its own costs responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Site and Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.

      5. The Accommodation acknowledges and agrees that, to the maximum extent permitted by applicable Laws, the Accommodation accepts and assumes all risk, whether known or unknown to the Accommodation, arising out of the Accommodation's access to and use of the Site, Services and BookingSuite Content. Without limiting the foregoing and to the maximum extent permitted by applicable Laws, the Accommodation also acknowledges and agrees that BookingSuite will not be responsible or liable for, or incur any, claims, causes of action, suits, penalties, fines, losses, damages, costs or expenses (including reasonable attorney's fees) (collectively, the "Claims") arising out of or in connection with these Terms or from the Accommodation's access or use of, or inability to access or use, the Site, Services or BookingSuite Content for or arising out of the following: (1) personal or bodily injury or death or emotional distress; (2) interactions or meetings with other customers or users of the Site or Services or other persons with whom Accommodation communicates or interacts as a result of the Accommodation's use of the Site or Services; (3) loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any telecommunications and Internet services (or the failure of such services) that Accommodation uses to access or use the Site, Services or BookingSuite Content; (4) any failure, omission or delay by BookingSuite in performing its obligation under this Agreement due to circumstances beyond its reasonable control (including force majeure); (5) improper use or misuse of the Services; (6) implementation or use of software by the Accommodation that is not compatible with the software and systems as used by BookingSuite in respect of the Services or Site; and (7) any other Claims arising out of or relating to the Accommodation's acts or omissions or the acts or omissions of any third-party, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not BookingSuite has been informed of the possibility of such Claims, even if a limited remedy set forth herein is found to have failed of its essential purpose.

      6. Without limiting the foregoing, the Accommodation acknowledges and agrees that if BookingSuite is found liable for any Claims, or for any other Claims arising hereunder, including for its breach of these Terms, BookingSuite and any other person or entity involved in creating, producing, or delivering any of the foregoing will under no circumstances be liable for any incidental, special, exemplary, punitive, moral or consequential damages or losses, including, without limitation, loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or loss of data, or the cost of acquiring substitute products or services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not BookingSuite has been informed of the possibility of such Claims, even if a limited remedy set forth herein is found to have failed of its essential purpose.

      7. BookingSuite disclaims and excludes any and all liability in respect of the Accommodation which is related to any (temporary and/or partial) breakdown, outages, downtime, malfunction, delay, interruption or unavailability of the Site, the Services, API/XML and/or the Extranet.

      8. When using GuestManager, overbookings or reservation update errors may occur. BookingSuite shall not be liable for (and the Accommodation shall indemnify BookingSuite for any third party claim due to) overbookings, reservation errors or (wrong) cancellations due to the fault, negligence or omission of a third party OTAs, PMS, Channel Manager or APIs or such third party’s negligence, omission or malfunction (including outage or downtime of the third party system).


  13. INDEMNIFICATION AND LIABILITY

    1. General indemnification

      1. Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify, and hold the other Party (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.

    2. Specific indemnity

      1. The Accommodation agrees to fully defend, indemnify, and hold BookingSuite (including its affiliated companies), and any of their officers, directors, employees, and agents (the "BookingSuite Indemnitees"), harmless from and against any Claims arising out of or in any way connected with:
        (1) any agreements or understandings the Accommodation has with third-parties, including End Users, or the Accommodation's failure to comply with and observe the terms of such agreements or understandings (including overbooking, double charges);
        (2) all claims made by End Users concerning inaccurate, erroneous or misleading information on the Sites;
        (3) all claims made by End Users concerning or related to a stay in the Accommodation, overbooking, relocation or (partly) canceled or wrong reservations or repayment, refund or charge back of the room price;
        (4) all other claims from End Users which are wholly or partly attributable to or for the risk and account of the Accommodation (including its directors, employees, agents, representatives), including claims related to services provided (or lack thereof) or goods/products offered by the Accommodation) or which arise due to tort, fraud, willful misconduct, negligence or breach of contract by or attributable to the Accommodation (including its directors, employees, agents, representatives) in regards to an End User or its property;
        (5) all claims against BookingSuite Indemnities in relation to or as a result of the failure of the Accommodation 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), and
        (6) any claims against BookingSuite from any suppliers or vendors that offer their products and services to the Accommodation under or pursuant to this Agreement (e.g. marketplace) in relation to any act or omission (including breach of contract, (gross) negligence, willful misconduct or tort) by the Accommodation (including its directors, employees, agents, representatives).

    3. Maximum liability

      1. Save as otherwise provided for in this Agreement, the maximum liability of a Party for all claims made against such party by the other Party under or in connection with this Agreement in a year shall not exceed the aggregate commission or fees received or paid by such Party in the preceding year or EUR 10,000 (whichever is higher), unless in the event of fraud or willful misconduct of 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 in respect of third party claims or third party liabilities.

    4. Third-party claim

      1. In the event of a third party claim, the indemnified Party shall promptly notify the other Party, and 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 and settlement (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).

    5. Waiver of consequential damages etc.

      1. In no event shall any Party be liable to the other Party for 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 indirect, special, punitive, incidental or consequential damages or losses whether such damages are (alleged as) a result of a breach of contract, tort or otherwise. All such damages and losses are hereby expressly waived and disclaimed.


  14. TERM, TERMINATION AND SUSPENSION

    1. This Agreement shall be effective upon acceptance of the Accommodation by BookingSuite and shall continue for the term as set out in the Suite Agreement (the "Initial Term"), unless earlier terminated or extended in accordance with the provisions of this Agreement. Upon expiration of the Initial Term or in the absence of an Initial Term, this Agreement shall be entered for an indefinite period of time. After the Initial Term (if applicable), each Party may terminate this Agreement at any time and for any reason with due observance of a notice period of 14 days, unless indicated otherwise in the Agreement. Unless agreed otherwise by Parties, in the event that Parties have agreed to a Trial Period, this Agreement shall automatically continue upon expiration of the Trial Period for additional terms of 12 months each or the Initial Term (if applicable) (each an "Additional Term"), unless the Accommodation gives notice of termination at any time during the Trial Period or 14 days before expiration of the relevant Additional Terms, in which event the Agreement shall expire and terminate at the end of the Additional Term.

    2. Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
      (a) a material breach by the other Party of any term of this Agreement or any other agreement entered into between the Accommodation and any affiliated group company of BookingSuite, or
      (b) (filing of a request for) bankruptcy or suspension of payment (or similar action) in respect of the other Party.

    3. In the event of termination or expiration of this Agreement, the following clauses shall survive termination: 2.5, 5.2, 6, 8, 9.1, and 10 (and such other clauses that by nature survive termination).

    4. In the event of termination or expiration of this Agreement, End User Data will be deleted within 60 days after the termination or expiration date.


  15. CONFIDENTIALITY

    1. Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the "Confidential Information"). Confidential Information includes transaction, traffic and usage volume, marketing, financial and business plans, technical, software and operational information, and the terms of this Agreement. All Confidential Information shall be treated as private and confidential.

    2. Each Party agrees that: (a) all Confidential Information shall remain the exclusive property and ownership of the disclosing party, and the receiving party shall not use it for any purpose, except in furtherance of this Agreement, (b) it shall use prudent methods to ensure its employees, officers, agents, and service providers (the "Permitted Persons") maintain the security of the Confidential Information, (c) it shall ensure that Permitted Persons do not (i) copy, publish, or divulge the Confidential Information to any third party, or (ii) use or store it in an unprotected retrieval system or database (other than pursuant to the terms hereof), and (d) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party.

    3. Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including any general information, or technical, operational, performance, and financial data unless otherwise agreed between the parties) in confidence to an affiliated (group) company. The Accommodation explicitly agrees and acknowledges that its (contact) details (including telephone and email address) may be shared with and disclosed to Booking.com B.V. and to any entity or website affiliated to Booking.com B.V. and that they may use these contact details to contact, solicit or entice the custom of the Accommodation.


  16. MISCELLANEOUS

    1. All notices and communications must be in English, in writing, and sent by fax, email, or nationally recognized overnight air courier to the applicable fax number, email address, or address set out in the Agreement.

    2. Each Party shall bear its own costs and expenses in connection with the entering into, execution and performance under this Agreement (including the integration and connection).

    3. Save as set out otherwise in this Agreement, neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party. This Agreement is concluded for the benefit of the Parties and their respective successors and permitted assignees, and nothing herein is intended to or shall implicitly confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement, except to the extent explicitly stated otherwise in this Agreement. To the extent required, the Accommodation agrees and acknowledges that BookingSuite may at all times without prior approval or notice assign, transfer, novate, encumber, and set over its claim under the invoices (including invoicing and debt collection) to an affiliated group company of BookingSuite (including Booking.com B.V.) or a debt collecting agency or request an affiliated group company of BookingSuite to invoice and collect the debt for and on behalf of BookingSuite.

    4. If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

    5. The original English version of this Agreement may have been translated into other languages. The translated version of the English Terms is a courtesy and office translation only and the Accommodation cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version shall prevail, apply, and be binding and conclusive. The English version shall be used in legal proceedings. The English version shall be sent to you upon written request.

    6. In respect to (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the Accommodation (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party('s official, representative or candidate)), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act).

    7. The Agreement may be entered into online or by way of executing a separate counterpart or by .pdf or fax copy, each of which (copies) shall be deemed an original, valid, and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Accommodation by BookingSuite. The Accommodation agrees, acknowledges, and accepts the terms and conditions of this Agreement. The Agreement does not need any chop or seal to make it valid, binding, and enforceable. Upon first request of the Accommodation, BookingSuite will prepare and forward to the Accommodation the Act of Acceptance once per month in relation to the services rendered during the previous month.


  17. GOVERNING LAW AND JURISDICTION

    1. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Netherlands. Any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in Amsterdam, the Netherlands.

    2. Parties agree and acknowledge that notwithstanding this Clause, nothing in this Agreement shall prevent or limit BookingSuite in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the Accommodation is established or registered under the laws of the relevant jurisdiction where the Accommodation is established or registered and for this purpose, the Accommodation waives its right to claim any other jurisdiction or applicable law to which it might have a right.


APPENDIX 1

Definitions

"Accommodation Content" means Content that Accommodation posts, uploads, publishes, submits or transmits to be made available through the Site or Services (including pictures, descriptive information, rates, and availability), excluding End User Data, as part of the Accommodation's use of the Services.

"Property Website" means one or more websites or other Accommodation online or mobile websites or apps that BookingSuite may design, host, develop or otherwise makes the Services (directly or indirectly) available on.

"BookingSuite Content" means the Site, the Services, and any Content that BookingSuite makes available through the Site or Services, including any Content (sub)licensed by a third party, but excluding Customer Content. For clarity, Content includes any digital marketing Content BookingSuite provides to Customers hereunder, as well as the overall "look and feel" or compilation of any Customer Site that contains or is created using BookingSuite Content.

"Content" means text, graphics, images, music, software, audio, video, information or other works of authorship.

"Data Controller" shall have the meaning as defined under European Data Protection Laws.

"Data Processor" shall have the meaning as defined under European Data Protection Laws.

"Data Subject" shall have the meaning as defined under European Data Protection Laws.

"EEA" means the European Economic Area with its member states.

"End User" means any end user or customer of the Accommodation.

"End User Data" means information that we collect from End Users on the Accommodation's behalf and may include Personal Data.

"European Data Protection Laws" means Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data, Directive 2002/58/EC (as amended by Directive 2009/136/EC) concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications), any national laws or regulations implementing the foregoing Directives, the General Data Protection Regulation (EU) 2016/679 (when applicable), and any amendments to or replacements for such laws and regulations.

"Instruction" means any documented instruction received by BookingSuite from Accommodation under this Agreement related to the Services.

"Personal Data" shall have the same meaning as defined under European Data Protection Laws.

"Process or Processing" shall have the meaning as defined under applicable European Data Protection Laws.

"Services" means the services as from time to time rendered or made available by BookingSuite under or pursuant to this Agreement (including the Property Website Services, Booking Engine Services, Guest Family Services, Connected Marketplace services, and the RateFamily Services).

"Site" means any websites or online or mobile websites or apps launched, managed, maintained or operated by or on behalf of BookingSuite.

"Term" means the Initial Term, each 12-month period after the Initial Term or an Additional Term.

"Trademark" means any trademark, service mark, trade name, logo, tagline or similar designator of source, origin or affiliation of goods and services.