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 [email protected].

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. Domain Ownership

1. By requesting a customized domain through back office,

the Accommodation acknowledges that BookingSuite, as a
Domain Reseller powered by GoDaddy, will register a
custom domain that the Accommodation selected. The
registered domain belongs to the Accommodation and in
case of the termination of the contract between the
Accommodation and BookingSuite, the Accommodation
will become fully responsible for further maintenance
thereof (including but not limited to the timely payment of
renewal fees and administrative and technical
modifications). The Accommodation indemnifies
BookingSuite from and against any and all claims regarding
the aforesaid.

9. 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 (DIGITALDIARY BY

BOOKINGSUITE)
1. GuestFamily Services

1. The "GuestFamily Services" include access to a DigitalDiary.

The Accommodation can input their direct reservations into
the DigitalDiary 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 at 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 [email protected].

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.