Terms and Condition

Booking Direct markets to hoteliers, for use on their Internet sites, the “Booking Direct SYSTEM” consisting of the online hotel room reservation software designed by it and various services and service provisions that it has developed around this software.

The Booking Direct SYSTEM enables the CLIENT in particular to directly manage, in real time, the pricing conditions and the availabilities in terms of the rooms offered to visitors to the site (these visitors are also known as “Internet User(s)”), by possibly distinguishing between various categories among these Internet Users, and to obtain statistical data and promotional tools. This direct management is carried out using a specific interface. Hereinafter referred to as the “Hotelier Interface’. To access it and to grant access to the specific categories of Internet Users (travel agencies or other industry users in receipt of negotiated rates), the CLIENT is given one or more “Access Code(s)” and “Passwords(s)”.

The CLIENT whose business consist of the direct or indirect operation of Hotel rooms or the proposal of commercial services or the management of a hotel brand for which it is the source, the representative or one of the components, hereby slates its interest in the use of the Booking Direct SYSTEM.

The Contract comes into existence only on the signing by Booking Direct, which takes place after that by the CLIENT. This Contract cancels and replaces all existing proposals or agreements, written or verbal between the parties and covering the Booking Direct SYSTEM. This Contract can only be modified by a written addendum signed by both parties.

These General Conditions constitute, with the other elements of the Contract, an indivisible whole in the absence of which the parties would not have contracted. It prevails over any General Conditions of Purchase of the CLIENT.

Booking Direct grants to the CLIENT, without exclusivity for this latter, a right of use in the Booking Direct SYSTEM for the Official Internet Site(s) including, other than access to the system itself, the Customization by the CLIENT of the Booking Direct SYSTEM in terms of colors, logos and photos, the hosting of data, dedicated telephone assistance (“Hotline”), the making available of various statistics and the updates to the Booking Direct SYSTEM, all in accordance with the terms and conditions as defined herein.

Throughout the term of the Contract, including its initial period and any renewals, the CLIENT is required to use the Booking Direct SYSTEM exclusively as the reservation system on the Official Internet Site(s) of the Hotel(s), to the exclusion of any other Internet reservation system, including by forms, end must only offer room reservation on the Internet through this or these Official Internet Site(s), with the exception of specific distribution agreements in favor of Internet sites belonging to third parties, such as tour operators, travel agencies, travel portals, etc.. This is only waived by written approval from Booking Direct

Initial Term of use will be mentioned in the contract specification.

Each of the Parties can end the Contract at the expiry of the current period, by sending a recorded delivery letter with acknowledgement of receipt stating this to the other Party, subject to a period of notice of at least sixty (60) days prior to the anniversary date of the Contract. Failing this notice within the deadline, the Contract is automatically renewed for a further period of 24 (twenty four) months.

The ending of the Contract results in the removal of the link between the Official Internet Site and the Booking Direct software, as well as all other Booking Direct services supplied under the Contract. It does not imply the giving up by Booking Direct of any sums payable for service provisions provided, ongoing or yet to be delivered under the Contract.

In the event of the CLIENT failing to comply with the term of the Contract as stated and ending it early and unilaterally, it is hereby agreed and accepted by the CLIENT that this latter remains liable with regard to Booking Direct for compensation for the loss of earnings suffered in terms of the remaining period of time from the early termination until the normal expiry of the Contract.

The Parties agree that this loss of earnings will be contractually fixed, assessed as follows:

Compensation = Monthly average of all commissions net of taxes invoiced by Booking Direct to the CLIENT for the 6 (six) month period preceding the date of the early ending of the Contract, multiplied by the number of remaining months as at the date of termination, with a minimum amount of compensation of one thousand five hundred pounds (£1,500) due under all circumstances and intended to as a penalty for the default by the Client concerning the Period of the Contract.

In the event of contract being automatically renewed for a further 24 (twenty-four) months, the notice period for early termination would be revised to at least 90 (Ninety) days prior to the triggering date.

In the event of the CLIENT failing to give the set prior notice, termination of the services would legally make the client liable for, higher of, (a) Monthly average of all commissions net of taxes invoiced by Booking Direct to the CLIENT for the 6 (six) month period preceding the date of the early termination of the Contract OR (b) a minimum amount of compensation of one thousand five hundred pounds (£1,500).

For the effectiveness of the Booking Direct SYSTEM and the balance of the Contract, there can only be one Official Internet Site per Hotel, with the exception of a site grouping all of the Hotels of a single group as well as the specific site for each Hotel. A single Official Internet Site can however give access to several Hotels.

6.1:Going online

Booking Direct will forward to the CLIENT and its webmaster within a maximum of fifteen working days following the training of the personnel of the CLIENT, the information required for the implementation of the Booking Direct software on the Site.

The CLIENT agrees to place the Booking Direct SYSTEM online within a maximum period of 15 days after the training. For this, the CLIENT agrees namely to instruct the webmaster of its site to insert the links to the Booking Direct software on the pages of its Official Internet Site, and in general to request all the work required and useful from its computer system suppliers end service providers

7.1: Changes to the CLIENT’s Official Internet Site

The CLIENT agrees that its Official Internet Site will remain dedicated for the hotel industry. The CLIENT agrees not to install access to the Booking Direct SYSTEM on other Internet sites without the express written authorization of Booking Direct which it shall remain free to grant or refuse without any requirement to state the reasons.

Furthermore, the CLIENT must immediately notify Booking Direct of any change in the address of its Official Internet Site and request the prior agreement of Booking Direct for the continuation of the Contract on the new site. Any change in the site, without the prior agreement of Booking Direct, is comparable. IfBooking Direct so deems at its sole discretion, to an early termination of the Contract at the fault of the CLIENT and gives rise to the application of the penalty as defined in the “Duration / Expiry” Article.

7.2:Updating the technical datasheets of the CLIENT’S Official Internet Site

The CLIENT further agrees, subject to its sole liability, to enter exactly and to accurately maintain up to date all the information required for the proper operation of the Booking Direct SYSTEM and notably the availability of rooms and the descriptive data of the Hotel (price, facilities, etc.).

7.3: Delivery by the CLIENT of reservations made

The CLIENT agrees to supply to Internet Users the service provisions relating to their reservations made by means of the Booking Direct SYSTEM, and notably at the stated rates, VAT rates and quality details and facilities.

In the event of dehosting or the impossibility of delivering the service provisions subject to the stated conditions, the CLIENT agrees to follow industry practice and notably to provide accommodation at least equivalent to that covered by the reservation and to bear all additional costs that may arise.

7.4: Access Codes and Passwords

The CLIENT is solely liable for the use of the Access Codes and Passwords as allocated by Booking Direct, for the use of these, as well as for their confidentiality. The CLIENT can however change its Password at any time and subject to its liability, by using the Hotelier Interface. The CLIENT also agrees to communicate the Access Codes and Passwords allocated by Booking Direct only to those Internet Users for which they are intended, and this solely by personalized means, with the exception of any making available on an Internet site.

7.5: Content of the CLIENT’s Internet site

The CLIENT is solely liable for the contents of any site it creates, and notably the Official Internet Site, and for its accuracy, its legality, relevance, comprehensiveness and its reliability.

The CLIENT declares and guarantees to Booking Direct that the information and elements communicated by it or present on its sites, are honest, accurate, fair and in accordance with the law, and notably that the rates communicated for comparison and price references, correspond with the normal and real prices actually used in the Hotel, excluding notably artificially increased “rack” rates, and also that this information and these elements do not infringe any third party rights and in particular the copyrights, trademark and other intellectual property ownership rights of third parties.

The CLIENT agrees that the content of its site, and notably its commercial proposals and its reservation pages comply with all applicable legislation, in particular that relating to the protection of consumers, the statement of its General Conditions of Sale, in particular for cancellations, concerning advertising, distance and Internet selling.

7.6: Guarantee against third party complaints

The CLIENT agrees to guarantee Booking Direct against all claims by Internet Users or other third party sites concerning the content of the site or the information and images used by Booking Direct and the service provisions of the CLIENT and agrees to indemnify Booking Direct for any rulings that may be made against this latter, as well as for all losses, direct and indirect, including court costs and reasonable fees for legal representation, that may arise for Booking Direct.

7.7: Possibility of secure payment system

Booking Direct does not offer a secure payment system but can examine the possibility of interfacing with such systems. Any work by Booking Direct is invoiced, in the basis of a prior quotation.

7.8: Security for the numbers and debiting of the payment/credit cards of Internet Users

An Internet User enters a payment or credit card number into the Booking Direct SYSTEM to confirm the reservation, and to guarantee the availability of the room.

The CLIENT must ensure the security of the card number and keep it away from any use; the card must only be debited in the following case.

The payment or credit card can only be debited by the CLIENT if the Internet User does not show up to use the room and does not cancel the reservation (“no-shows”), and provided that this option is included in the CLIENT’s General Conditions of Sale and that these were communicated to the Internet Users.

8.1: Operation of the Booking Direct SYSTEM

Booking Direct operates the Booking Direct SYSTEM in accordance with industry good practice and the normally applied standards in the matter.

8.2: Maintenance and upgrading of the Booking Direct SYSTEM

Booking Direct works to ensure the evolution of the Booking Direct SYSTEM. Booking Direct shall be free to assess the method and the frequency of any upgrading, with regard notably to the matter of the stability and regularity of the service, the speed and the range of technical developments and the expectations and uses of the Internet. For the purpose of carrying out the maintenance and/or upgrading of the Booking Direct SYSTEM, Booking Direct can interrupt or suspend access to the Booking Direct SYSTEM, for the time required to make any necessary corrections. Any interruptions to the Access to the Booking Direct SYSTEM, for the purposes of the maintenance and/or upgrading of the Booking Direct SYSTEM notably, are required for the Booking Direct SYSTEM and the CLIENT cannot claim any compensation as a result.

Booking Direct is only liable for damage or share of damage resulting from its own gross and deceitful negligence. Booking Direct cannot be held liable in the following and non- exhaustive list of cases:

• Impossibility or time limits for the upgrading of the Booking Direct SYSTEM or for maintaining the operation because of technical developments such as new languages or new standards, notably relating to software or the Internet.
• Temporary suspension of the Booking Direct SYSTEM for maintenance or applying software upgrades.
• Impossibility of access the Booking Direct SYSTEM or its proper operation because of any malfunctioning of networks.
• Hardware or software failure relating to the CLIENT.
• Error committed by the personnel of the CLIENT, lack of training for these personnel.
• Inadequate security on the part of the CLIENT, specifically in protection of the Passwords, physical access to the hardware and backups, the protection of network accesses.
• Lack of backup for the data and software by the CLIENT or inadequate or defective backup.
• Failure on the part of the CLIENT in the contracted obligations, notably involving the Booking Direct SYSTEM, with regard to Internet Users.
• Failure of the Internet Users to comply with the obligations, including financial, they have contracted with the CLIENT, notably by means of the Booking Direct SYSTEM, inappropriate behavior by Internet Users with regard to the CLIENT or customers of a Hotel.
• Failure on the part of the CLIENT in the applicable legal and regulatory obligations concerning the use and the protection of personal data relating to or belonging to third parties.
• Content of any of the CLIENT’s Internet sites, non-compliance of any of the CLIENT’s Internet sites with applicable laws and regulations.
• Content of any electronic mail other than that sent by Booking Direct for the operational requirements of the Booking Direct SYSTEM
• Failure on the part of the CLIENT to respect third party intellectual property rights.
• Any damage not caused by a failure or the negligence of Booking Direct.
• Any third party act, in particular remote intrusion or virus attack, and any use of the Booking Direct SYSTEM for harmful purposes.
• Force majeure.

Under no circumstance can Booking Direct guarantee any indirect damage, and notably any loss of earnings, loss of customers, loss of reputation.

The Booking Direct guarantee is in any case limited globally with regard to the CLIENT and under the Contract including any extended period and/or renewal of the contract, to the amount of the remuneration paid by the CLIENT to Booking Direct under this Contract.

It is the responsibility of the CLIENT to take all useful steps to understand the specific characteristics of the hardware, software, data processing and telecommunications systems and networks, to obtain such advice as it deems useful in the matter. The CLIENT understands and accepts these characteristics and the constraints and risk generated.

Booking Direct has no control, of any sort, over the nature or the characteristics of the data that may be carried through its server Centre.

The Internet User makes the reservation through the Booking Direct SYSTEM directly with the CLIENT and contracts directly with this letter and Booking Direct is not at any time a party to the contract agreed between them.

10.1: Joining fee and connection fee

The joining fee and connection fee are payable by the CLIENT on signing the Contract, are final and irreducible, and thus retained under all circumstances by Booking Direct.

10.2: Commissions on reservations made through the Booking Direct SYSTEM

Commission rates:The CLIENT agrees to pay to Booking Direct on the reservations made by means of the Booking Direct SYSTEM remuneration in the form of a commission with a rate applicable on the date of the signing of the Contract as stated in the Contract. VAT is additional whenever required by law.Rate reviews:The financial conditions can be revised on 1st January of each year. Booking Direct will then inform the CLIENT of the new price list with the revised commission rates and service provision prices, at the latest one month prior to their entry into force that is prior to 30 November of the current year. The CLIENT has a period of fifteen days as of this communication of the new price list to accept or refuse the new pricing conditions. The failure to respond is deemed as being acceptance of the new price list. In the event of the refusal the previous pricing conditions will continue in force until 31 December of the current year and Booking Direct can, if it so decides, terminates the Contract for that date or for any subsequent date, but subject to the condition, in the second case, of notifying the CLIENT fifteen days in advance.

Commission bracket: Amount of ReservationsThe Amount of Reservations, which forms the bracket for the commissions due to Booking Direct, means the total amount invoiced to the Internet User on the basis of the prices entered by the Hotel in the Booking Direct SYSTEM, for the stay reserved by the Internet User, and including all the options and service provisions selected by this latter on the Booking Direct SYSTEM (such as: flowers, champagne etc.); the commission is due for any reservation confirmed through the Booking Direct SYSTEM and that has not been cancelled such as stated herein below.

The commission does not include:

• Reservations made using the Booking Direct SYSTEM and that have been cancelled by the Internet User and/or by the CLIENT, up to the date of arrival of the Internet User;
• Reservations made using the Booking Direct SYSTEM and cancelled by the CLIENT as “no-shows” (this term means the non-arrival of the Internet User at the Hotel on the scheduled date of arrival); these ‘no-shows” can be cancelled by the CLIENT until midnight on the third day following the scheduled date of arrival for the Internet User. In this case however, any payment owed by the Internet User as penalty (notably the charging of the price for one night on the payment card) is included in the commission bracket.

Changes to the characteristics of the stay within the Booking Direct SYSTEM

In the event of changes by the Internet User to the characteristics of the stay, the CLIENT can enter the changes online by means of the Hotelier Interface. For changes in the characteristics of the stay, made prior to or during the stay, to be taken into account, it is essential that they are entered in the Booking Direct SYSTEM before the end of the month of the date of the end of stay. In any case, the total amount for any corrections for changes in the stay cannot exceed 10% (ten percent) of the amount of commission due before the corrections for the reservations for the month, excluding GDS reservations.

Final nature of the invoices

No cancellation, ‘no-show” or additional changes to the conditions of the stay can be taken into account once Booking Direct has issued the invoices.

11.1: Invoicing

Booking Direct draws up an invoice each month containing a list of the reservations consumed in the month, such as produced by the Booking Direct SYSTEM.

The CLIENT must notify Booking Direct in writing of any change of billing address in good time prior to the issuing of the invoicing.

The invoicing currency is the Euro. With the exception of the case as defined in the “Deferred Payment Article, payment of the invoices must be made by the CLIENT in cash as of receipt of the invoice, without discount, by automatic monthly standing order, transfer, cheque or bank card.

All the banking costs associated with the CLIENT’s payment and paid by Booking Direct are re-invoiced in full to the CLIENT as a supplement to the remuneration, against documentary proofs.

11.2: Interest on late payment

If any payment is not paid according to its agreed terms, and unless stated otherwise in the contract, Booking Direct will exercise its statutory right to claim interest (at eight per cent over the Bank of England base rate) and compensation for debt recovery costs under the late payment legislation.

12.1: Respect for the intellectual property rights of Booking Direct

The CLIENT agrees to respect the intellectual property rights of Booking Direct, and notably the intellectual property rights that Booking Direct holds under all names, titles, logos, brands, software, intellectual creations and databases.

The CLIENT agrees not to register, during the period of the Contract, of after its expiry, on whatever grounds, directly or indirectly, through any intermediary, in any country, one or more brands, titles, logos, identical, similar or comparable to the brands, titles, logos of Booking Direct or that could cause confusion in the mind of third parties.

The CLIENT will inform Booking Direct, without delay, of any infringement of the intellectual property rights of Booking Direct of which it becomes aware.

12.2: Booking Direct Software

Booking Direct alone holds and retains, under all circumstances, the ownership of the software which the CLIENT is authorized to use only for its Official internet Site, and solely for the execution of the Contract.

The Contract does not transfer any right of ownership in all or some of the elements of the software to the CLIENT. This latter fully acknowledges the originality, globally and in each of these elements and is prohibited from any claims in this regard.

The CLIENT has no right of access to the software source codes. Unless expressly agreed otherwise by Booking Direct, the CLIENT must leave all copyright statements as complying with the law and practices, on all of the reservation pages of its site on which all or part of Booking Direct SYSTEM appears.

These same provisions apply to any other software, software elements and software developments, already made or that could be made by Booking Direct.

Each of the Parties agrees to comply with the current applicable regulations for the implementation of any process relating to data of a personal nature to which it is subject.

The CLIENT is responsible for any processing of the data of the Internet Users for the requirements of the execution of the Contract and/or at its request.

Booking Direct is the owner of the data resulting from the operation of the Booking Direct SYSTEM and its databases. Booking Direct can specifically use this data as it deems fit for all management, reservation invoicing, statistical processing and data marketing operations, subject to the sole condition in this case of the legal requirements in the matter.

15.1: Lawful termination

In the event of the failure on the part of the CLIENT in any of its obligations arising under the Contract, Booking Direct can, if it so decides, lawfully terminate the Contract, fifteen days after sending a recorded delivery letter with acknowledgement of receipt giving the CLIENT formal notice to rectify the failure and this remaining without effect within this time period, without prejudice to any damages that Booking Direct may be entitled to as a result of the noted default, and in particular, for the damages of the penalty as stated in the Duration / Expiry” Article because of the early termination of the Contract.

Booking Direct reserves the right to terminate this contract, provided a thirty (30) days notice period is submitted in writing.

15.2: Suspension

Booking Direct can decide, in the event of the failure of the CLIENT in any of its obligations, as an initial penalty, and without prejudice to its right to terminate the Contract, to immediately, and without other notice, suspend all or part of its services. The suspension of the Booking Direct services shall result in all outstanding balance becoming immediately due to Booking Direct by the CLIENT, without prejudice for any damages to which Booking Direct may claim.

All information submitted or disclosed by one of the Parties to the other Party in regard to the Contract must be kept confidential by this latter. Each of the Parties takes all necessary measures to protect the confidentiality of the information supplied by the other Party.

Each of the Parties agrees not to disclose to any third party without the express written authorization of the other Party this confidential information or to allow access to such information except:

• to those of its employees that need access to the information for the purpose of their work, and this, only in so far as necessary, these employees must be bound to the same confidentiality requirements as the employer;
• to the clients or prospects of the CLIENT, and this subject to a strict requirement for the purpose of the sale and/or use of the Service;
• to partner professionals of the CLIENT, such as accounts or lawyers, in so far as required for the performance of their work and provided that they are bound by a contractual or legal obligation of confidentiality with regard to this information. The confidentiality obligation continues in force for 5 years after the end of the Contract.

Any tolerance in the application of this Contract does not imply any abandoning of the enforcement of the Clauses in question or the defaulting on these.