General Delivery Terms
Last updated July 2019
These general delivery terms (the “Terms”) form an integral part of the BookingSuite App Store Insertion Order (the “IO” and together with the Terms, “Agreement“) entered into between the Company (as defined in the IO) and BookingSuite (each a “Party” and collectively the “Parties“).
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
“Company Information” means the relevant information of the product and/or services of the Company (including prices, taxes, conditions).
“Customer” means the relevant party that on or through the BookingSuite App Store orders, purchases, buys and/or acquires the Product/Service from the Company.
“Customer Data” means information that BookingSuite collects from Customer and may include Personal Data.
“Direct Debit” means the instruction given by the Company to its bank such that BookingSuite is authorized to collect the relevant amount under this Agreement directly from the bank account of the Company.
“End User” means any end user of the Customer.
“End User Data” means information that BookingSuite processes from End Users on the Customer’s behalf and may include Personal Data.
“BookingSuite Portal” means the online system which can be accessed by the Company (after identification of the username and the password) through the website www.suiteportal.booking.com, for uploading, changes, verifying, updates and/or amendments of the Company Information.
“BookingSuite App Store” means the relevant part of the website or extranet of BookingSuite (including email campaigns) (at all times as determined by BookingSuite) where the Products may from time to time be made available for promotion, marketing and/or Order.
“Order” means the order, purchase, acquisition of a Product by a Customer from/with the Company on or through the BookingSuite App Store. The order/purchase/acquisition will not be with/from BookingSuite, which does not sell, offer, render, perform, deliver or grant any (license to) a Product. It only offers a platform on which companies can offer, market, promote, sell their product/service (or a license).
“Product” means the relevant (license of a) product and/or service as offered, performed, delivered, rendered or made available by the Company on or through the BookingSuite App Store.
“System” means the (XML) system that Company can access to use and utilize the services, functionalities and administration of the Company on the Platform (including rates, booking policies, etc.).
2.1 Company Information
2.1.1 The Company shall provide BookingSuite with the Company Information in such manner and format as from time to time requested by BookingSuite. The Company Information shall comply with formats and standards provided by BookingSuite. The Company Information shall not contain any telephone or fax numbers or email (including skype) address or social media website/app/platform (including twitter and Facebook), with direct references to the Company or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. BookingSuite reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement.
2.1.2 The Company represents and covenants that the Company Information shall at all times be true, accurate and not misleading.
2.1.3 The information provided by the Company for the Platforms shall remain the exclusive property of the Company. Information provided by the Company may be edited or modified by BookingSuite and subsequently be translated into other languages, whereas the translations remain the exclusive property of BookingSuite. The edited and translated content shall be for the exclusive use by BookingSuite on the Platforms and shall not be used (in any way or form) by the Company for any other distribution or sales channel or purposes.
2.1.4 All Product prices displayed or included on the BookingSuite App Store shall be inclusive of all taxes, fees, surcharges and levies and the Company shall not add any further taxes, surcharges, fees or levies. The Company shall be responsible and liable for the collection, remittance, reporting, payment and withholding of the relevant taxes (including interest/penalties) applicable to the Products sold by the Company on or through the BookingSuite App Store.
2.2 The Company shall give BookingSuite Parity. “Parity” means the same or better price/conditions for the Product as offered, sold, marketed or promoted by the Company online (whether on its own online platform or a third party platform (e.g. price comparison website)).
2.3 Commission and payment
2.3.1 For each Order made on or through the BookingSuite App Store by a Customer, the Company shall pay BookingSuite a commission (the “Commission“) calculated and paid in accordance with Clause 2.3.2 and 2.4 (at the discretion of BookingSuite). Commission is calculated and invoiced based on the actual relevant sales made via the App Store during the past month.
2.3.2 The Commission varies per Company and volume, and is calculated by applying the relevant percentage as – from time to time – applied by BookingSuite over the total aggregate amount of the monthly invoice of the relevant Company. The relevant Commission will be invoiced on a monthly basis. BookingSuite shall at all times and without prior notice be entitled to set off, deduct and settle the Commission, including potential retention/withholding of any taxes (etc) relating to commission or monthly“product/service/purchase/subscription/license price/fee” with all amounts held, processed or otherwise controlled by BookingSuite (for or on behalf) of the Company. The Commission shall be settled by BookingSuite (as applicable and in accordance with Clause 2.5). In case it isn’t possible to deduct the Commission from the collected amount due to non- or late payment by the Customer (as established in 2.4) payment shall be made by the Company directly to BookingSuite 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).
2.3.3 All Commission payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Company 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 Company is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Company to BookingSuite. The Company shall bear the costs as charged by the banks for the transfer of the funds.
2.3.4 The Company is responsible for withholding and reporting relevant taxes applicable to the Commission due to BookingSuite according to the relevant tax regulations and the practices and requests of the tax authorities. The Company shall bear and be responsible for the payment and remittance of the taxes applicable to the Commission (payments) and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the Commission. If required, the Company shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the Commission (payments). The Company shall upon first request of BookingSuite provide BookingSuite with (photo/scanned-) copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission. The Company represents and covenants that it is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other Company provider.
2.4 Facilitated Payment
2.4.1 The Company agrees and acknowledges that BookingSuite shall (at all times as agent) from time to time and in certain jurisdictions and for certain Products facilitate certain payment methods for the (pre-/down-) payment of the Products to the Company pursuant to which (as available) bank transfer, credit card payments or other forms of online payment can be made and processed for and on behalf of the Company (by means of full and final settlement of payment) (the “Facilitated Payment”). BookingSuite may from time to time engage a third party to facilitate and process the payment (the “Payment Processor”). The Facilitated Payment service is offered free of charge.
2.4.2 The Company agrees and acknowledges that the collection shall be done by BookingSuite (or its subcontractors), provided that BookingSuite shall not be responsible, nor bear any responsibility or liability for any non or late payment (for whatever reason). BookingSuite shall use commercially reasonable efforts to collect the invoice. BookingSuite is under no obligation whatsoever to (further) enforce or take any (further) (legal) action (in or outside court).
2.4.3 All (tax) invoices for products or services ordered or purchased by the Customer shall be made out in the name of the Customer and, where technically possible, sent to BookingSuite for onward distribution to the Customer.
2.4.4 The Company shall only issue a (tax) invoice to the Customer (and provide such Customer upon his/her first request with a (tax) invoice) for the full amount of the order (including or plus (as required by applicable laws) all applicable taxes, surcharges and fees). The Company shall not invoice (or send a (tax) invoice to) BookingSuite for the product or the service Nothing in this Agreement shall constitute or imply that BookingSuite acts or operates as a merchant of record or (re)seller of the product . The Company shall at all times be responsible for the information provided in the (tax) invoice to the Customer, including all its contents, applicable taxes, surcharges and fees.
2.4.5 The Company agrees and acknowledges that insofar that there are insufficient funds to settle and pay all amounts due to BookingSuite, BookingSuite shall be entitled to collect the relevant deficit by means of Direct Debit (if available) or upon first request of BookingSuite payment of the relevant deficit to such bank account as from time to time identified by BookingSuite.
2.4.6 The Company agrees and acknowledges that it is –at all times– responsible for the collection, remittance, withholding and payment to the relevant (tax) authorities (as applicable) of the relevant taxes, (sur)charges, extras and fees over the relevant price/fee of the Product(s) (including the relevant taxes, (sur)charges, extras, amounts and fees not included in the price) and remittance, withholding and payment (as applicable) of the taxes over the Commission. Unless the Company has clearly indicated that certain taxes, fees, charges, add-ons or other amounts are not included in the Product price (the “Excluded Elements”), the Company shall not further charge, request payment of or collect any amount from the Customer that has not already been included in the Product price (save for the Excluded Elements (if applicable)).
2.5.1 In case the Company makes use of the BookingSuite API without making their product available on the App Store, the company shall pay BookingSuite a fee calculated in accordance with clause 2.5.2.
2.5.2. The fee varies per company and volume, and is calculated by applying the relevant fee as – from time to time – applied by BookingSuite per actual customer of the Company using the BookingSuite data.
2.6 In order to transfer the relevant collected amount (after deducting and offsetting (if applicable) the due and outstanding Commissions, applicable taxes relating to commission or monthly product/service/purchase/subscription/license/price/fee, fees, costs and expenses and such other amounts due to BookingSuite) (the “Net Amount”), the Company shall provide BookingSuite with the relevant bank details to which the relevant amount shall be paid. For payment via bank transfer BookingSuite shall transfer the Net Amount to the Company within 14 days after the end of the month in which the Customer paid the invoice from the Company for the service or product provided. The Company acknowledges that the first payment shall only be made upon completion by BookingSuite of its fraud investigation/diligence. Payment of the Product price may at all times without notice be suspended in the event of (alleged or suspected) (credit card) fraud or breach of contract. The Company accepts and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies and other intermediaries (for the collection, processing and payment of the relevant funds), there may be differences between Product Price (as uploaded by the Company in the system), the collected amount and the amount paid to the Company. The Company shall bear the currency exchange risk and the costs and fees as charged by its banks for the receipt and conversion of the Product price. Fees charged by the beneficiary bank are not covered by BookingSuite. The funds held by the Payment Processor or any other party for and on behalf of the Company will not bear any interest.
2.7 In the event of (alleged) fraudulent activities by the Company or if BookingSuite is required by law, court order, (semi-) governmental instruction or orders, arbitrational decision (or similar ruling), subpoena or cancellation policy to make a refund, of all or part of the Product price (or insofar otherwise reasonable and fair), BookingSuite reserves the right to claim from the Company repayment of such amount (re)paid to Customer, but received by the Company (which payment shall be made within 14 days of a request by BookingSuite).
2.8 The Company agrees to notify BookingSuite in case of a termination request from a Customer coming directly to them and revoke access to the data to disable the connection with this Customer via BookingSuite AppStore.
2.9 Insofar that the Company agrees in writing to a refund of a fully or partially paid non- refundable Product price (or part thereof), BookingSuite shall be entitled to settle on behalf of the Company the relevant amount paid to the Customer with other amounts collected by the Payment Processor or – if requested by the Company and approved by BookingSuite in writing – the relevant amount shall be paid and transferred to BookingSuite within 14 days upon approval by BookingSuite and BookingSuite shall transfer the relevant amount to the Customer as soon as possible from an organizational and technical point of view as of the moment that the entitlement comes into existence legally and not charge the Company any commission for such refund.
2.10.1 Solution providers can use the BookingSuite branded emails to send data access requests links to their existing customer base only.
2.10.2 The company is required to obtain a written consent from BookingSuite for using BookingSuite brand name for any other purpose than stated in 2.10.1. BookingSuite prohibits the usage of any BookingSuite branded material in harvested mailing lists or for marketing and acquisition of customers not currently active with solution provider.
3.1 The Company hereby grants BookingSuite a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
(a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the Company as provided to BookingSuite by the Company pursuant to this Agreement and which are necessary for BookingSuite to exercise its rights and perform its obligations under this Agreement;
(b) to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the Company Information.
3.2. The provider undertakes that the provider platform(s) (including all other websites, apps, platforms, tools or other devices (directly or indirectly) is owned, controlled, managed or hosted by the partner), in particular in respect to:
(a) the look and feel in respect of the colour scheme, the composition, the typefaces, the design and the layout;
(b) any logo(s) used on the provider platform(s) (including those within the provider group);
(c) features and elements that are unique to the Booking.com or BookingSuite platforms (to be determined by Booking.com or BookingSuite at its sole discretion).
The provider shall promptly comply at its own costs with any reasonable requests from Booking.com or BookingSuite to make changes, alterations or amendments to any aspect or element of the provider platform(s) which is or can be regarded to be confusingly or significantly similar to any element of the Booking.com or BookingSuite platform.
PRIVACY AND DATA PROTECTION
4.1 In this clause 4 “personal data”, “data controller”, “data processor”, “data subject”, “process”, “controller” and “processor” will have the meaning given to them in the European Union General Data Protection Regulation (EU) 2016/679 (“GDPR”).
4.2 Customer shall be the Data Controller and BookingSuite shall be the Data Processor in accordance with applicable law for the Processing of End User Data by BookingSuite within the context of the Product. This End User Data may be transferred to the Company by BookingSuite upon instruction of the Customer.
4.3 BookingSuite shall be a Data Controller for any Customer Data it Processes. The Company shall become Data Controller upon receipt of the Customer Data. Parties will act as independent Data Controllers and are solely responsible for the Processing of Customer Data by itself or on its behalf in accordance with applicable data protection laws.
4.4 Each Party shall take reasonable steps to protect Personal Data Processed in the context of the Product against loss and unauthorized access, use, deletion and disclosure; and, as required by applicable laws, Process Personal Data in a manner that ensures appropriate confidentiality and security of the Personal Data.
4.5 The Company shall provide Personal Data to BookingSuite only if such disclosure is permitted under applicable laws and only upon instruction of the Customer.
4.6 The Parties shall, if required by applicable data protection laws, cooperate in good faith and provide assistance in the event Data Subjects wish to exercise their rights of access, correction, erasure or portability, or in case of requests from competent authorities to demonstrate compliance with obligations applicable to the Party.
4.7 To the extent BookingSuite Processes information collected from the Company which includes Personal Data that is not Customer Data or End User Data, such Personal Data shall be Processed by BookingSuite in accordance with the BookingSuite Privacy Statement and Cookie Notice applicable to the Company, which can be found on suiteportal.booking.com. The Company warrants that it has, as required by applicable laws, duly and diligently informed (and as required by applicable laws, obtained consents from) its staff members, agents, representatives and other individuals about the Processing of their Personal Data by BookingSuite and the cross-border transfer of their Personal Data to countries that do not provide for adequate protection of rights of Data Subjects.
4.8 The Company shall Process Personal Data that the Company received from BookingSuite only so far as necessary to perform the requested Product, or as otherwise agreed to between the Parties in writing, in accordance with applicable law or if the Company has obtained explicit consent from the Customer to any other use of the Personal Data.
4.9 If the Company will or intends to notify Customer or other parties (e.g., government authorities) of a data breach (any discovered or suspected incident resulting in accidental, unlawful, or unauthorized destruction of, loss of, alteration of, access to, disclosure of, or use of Personal data) involving Personal Data received by the Company from BookingSuite, and the notification will reference BookingSuite, the Company shall first, to the extent permitted by law, present any draft communication to BookingSuite and reasonably cooperate with BookingSuite in finalizing the communication. The Company acknowledges that BookingSuite retains the right to voluntarily inform its users about any such data breach.
4.10 BookingSuite may as part of its service to the Company facilitate the communication between the Company and the Customer, and the Company and the End User (the “Messaging Service”) using tools provided by BookingSuite. BookingSuite will Process communications sent via the Messaging Service (the “Communications”) in accordance with the BookingSuite Privacy Statement applicable to the Company. The Company 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 Company’s employees, agents, representatives and other individuals using the Messaging Service for or on the Company’s behalf as to the Processing of Communications that may include their Personal Data.
Use of BookingSuite Vendor Portal and Messaging Service
5.1 BookingSuite may offer a Vendor Portal to the Company (the “Vendor Portal”). The Company shall safeguard and keep the user ID and password confidential and secure, and shall not disclose the user ID and password to any person other than those who need to have access to the Vendor Portal to fulfill their job responsibilities. The Company shall notify BookingSuite at firstname.lastname@example.org within 24 hours of any actual or suspected breach of security or confidentiality involving the user ID and password used to access the Vendor Portal.
5.2 The Company agrees not to use the Messaging Service to send unsolicited electronic communications to any individual, including any End User. The Company will fully indemnify BookingSuite for any claims of third parties or fines resulting from unlawful or unauthorized use of the Messaging Service by the Company.
Payment Card Security
6.1. To the extent, the Company processes payment card information obtained by the Company through BookingSuite, the Company is required to comply and to have its service providers comply on an ongoing basis with the requirements, compliance criteria and validation processes set forth in the current Payment Card Industry (PCI) Data Security Standard issued by the major credit card companies.
WARRANTIES, INDEMNIFICATION AND LIABILITY
7.1 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 authorise the execution and performance of this Agreement;
(iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms;
(iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party, and
7.2 The Company represents and warrants that:
(i) the Product (including any related or ancillary product or service) shall be rendered, performed, provided, executed, made available, maintained, offered and operated (x) in compliance with all applicable laws, rules, guidelines and regulations and with the highest industry standards and (ethical) codes of practice, (y) with reasonable skill and care and with promptness and diligence, and (z) executed in a good, professional and workmanlike manner;
(ii) it has, and shall retain relevant staff with the appropriate and up-to-date level of expertise and experience to enable, develop and provide the Product (including any related or ancillary product or service) including any change, replacement, modification, deployment, change, implementation, deployment or further adjustment thereof;
(iii) the Product (including any related or ancillary product or service) be offered, executed, provided, rendered, supplied and supported by appropriately qualified and trained personnel acting with due skill, care and diligence;
(iv) the Product (including any related or ancillary product or service) (or any part or replacements, replacement, integration or modifications thereof) do not infringe in any manner any copyright, patent, trademark, trade secret or other (intellectual property) right of any third party and do not result in any harm, injury or damage to a third party or any additional payment obligation not contemplated herein, and
(v) the Product does not fall under any United States trade and/or export embargo and/or similar restriction and is not and does not qualify as ‘dual-use goods’ or ‘military goods’ under any applicable law.
7.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.
7.4 BookingSuite disclaims and excludes any and all liability in respect of the Company which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the BookingSuite App Store , the website and/or the Extranet. BookingSuite provides (and the Company accepts) the BookingSuite App Store (including any marketing, promotion and related services), the website and the Extranet on an “as is” and “as available” basis.
7.5 The Company shall fully indemnify, compensate and hold BookingSuite (or its directors, officers, employees, agents, affiliated companies and subcontractors) harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by BookingSuite (or its directors, officers, agents, affiliated companies and subcontractors) in connection with:
(i) any breach by the Company of the Agreement;
(ii) any infringement by the Company or the Product of any intellectual property right (including patent, copyright) or (including marketing/privacy/data protection) law;
(iii) all claims made by Customers concerning the Product (including any related or ancillary products or services as from time to time offered, rendered or made available by the Company), the Company Information and/or pursuant to any product liability in relation to the Product;
(ii) all other claims, fines and penalties from third parties (including Customers) which are wholly or partly caused by, attributable to or for the risk and account of the Company (including its directors, employees, agents, representatives and the premises of the Company) (including claims related to (lack of) services provided or product offered by the Company) or which arise due to tort, fraud, wilful misconduct, negligence or breach of contract by or attributable to the Company (including its directors, employees, agents, representatives and the premises of the Company) vis-à-vis a Customer or its property.
7.6 In no event shall any Party be liable to any other Party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed. This limitation of liability shall not apply in the event of indemnification of any third party claim or third party liability.
7.7 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance.
TERM, TERMINATION AND SUSPENSION
8.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time. Each Party may terminate this Agreement at any time and for any reason, by written notice to the other Party with due observance of a notice period of 14 days.
8.2 Each Party may terminate this Agreement (and close the Company on the Platforms) or suspend (all or part of its obligations, covenants and undertakings under) this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
- a material breach by the other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of Parity);
- (filing or submission of request for) bankruptcy, insolvency or suspension of payment (or similar action or event) in respect of the other Party;
- (alleged) fraud or safety issues
8.3 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without prejudice to other Party’s rights and remedies in respect of an indemnification or a breach by the other (terminating) Party of this Agreement. Clause 4, 6, (and such other clauses that by nature survive termination) shall all survive termination.
9.1 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. Notwithstanding anything to the contrary, any assignment, novation or transfer by the Company shall not relieve the assignor/transferor of its obligations under the Agreement.
9.2 All notices and communications must be in English, in writing, and sent by facsimile, email or nationally recognized overnight air courier to the applicable facsimile number or address set out in the Agreement.
9.3 This Agreement (including the schedules, annexes and appendices, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non) binding) offers, undertakings or statements regarding such subject matter (including vis-à-vis the Company).
9.4 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.
9.5 The Company shall upon first request of BookingSuite (i) fully cooperate and assist BookingSuite with (and disclose and provide access to all reasonably requested information in respect of) the identification of the (ultimate) owner, manager and/or controller of the Company, and (ii) in respect of the (re)calculation and verification of the Commission, the systems, books, records and venue of the Company to conduct an audit.
9.7 The original English version of these Terms may have been translated into other languages. The translated version of the English Terms is a courtesy and office translation only and the Company 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 is available on the following website https://admin.bookings.org/hotelreg/terms-and-conditions.html?language=en;cc1=gb and shall be sent to you upon written request.
9.8 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 Company by BookingSuite. By registering and signing up to the BookingSuite partner programme as Company partner, the Company 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.
9.9 In respect of (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 Company (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). The Company represents and warranties that it (which includes for the purpose of this warranty both the supplier, offeror, operator, principal as well as the (ultimate) owner of the Company and/or the Product) and its (their) directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected to, part of, involved in or related to or under the control, management or ownership of:
- terrorists or terrorist organizations;
- 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
- parties / persons guilty of money laundering, bribery, fraud or corruption
9.10 Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing and anti-tax evasion laws and legislation, BookingSuite is restricted from making the Service available to and accepting payments from or making, processing or facilitating payments to a bank account (the “Bank Account“) that is not related to the jurisdiction where the Company is located and (but in any event) insofar any of the following warranties is untrue. The Company hereby represents and warrants that (notwithstanding the jurisdiction of the Bank Account):
(i) it holds and complies with all permits, licenses and other governmental licenses, permits and authorizations necessary for conducting, carrying out and continuing its operations and business (including holding and using of the Bank Account);
(ii) it is the holder of the Bank Account;
(iii) the payment and transfer to/from the Bank Account is at arm’s length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation, and
(iv) the Bank Account is not (directly or indirectly) used for money laundering, terrorists financing, tax evasion, tax avoidance or other illegal activities.
GOVERNING LAW AND JURISDICTION
10.1 Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the Netherlands. Save as set out otherwise in this Agreement, 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.
10.2 Parties agree and acknowledge that notwithstanding this Clause 7.1, 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 Company is established or registered under the laws of the relevant jurisdiction where the Company is established or registered and for this purpose, the Company waives its right to claim any other jurisdiction or applicable law to which it might have a right.