Longtail Partner Terms (final v3).docx

General Partner Terms

BOOKING.COM PARTNER AGREEMENT

GENERAL PARTNER TERMS

This Agreement sets out the terms upon which Booking.com agrees to enable Partner to make the Booking.com Platform

and the Booking.com Service available to Visitors and Guests.

BY REGISTERING AND SIGNING UP TO THE BOOKING.COM AFFILIATE PARTNER PROGRAM AND/OR MAKING THE

BOOKING.COM PLATFORM AVAILABLE IN ANY WAY, PARTNER (ON BEHALF OF ITSELF OR THE ENTITY THAT IT

REPRESENTS) HEREBY AGREES, ACKNOWLEDGES AND ACCEPTS TO BE BOUND BY THIS AGREEMENT.

IF PARTNER DOES NOT AGREE WITH THE PROVISIONS OF THIS AGREEMENT, PARTNER SHOULD NOT CONTINUE TO

MAKE THE BOOKING.COM PLATFORM AVAILABLE IN ANY WAY.

This Agreement is entered into between:

i. Booking.com B.V., a company incorporated under the laws of the Netherlands and having its registered seat at

Oosterdokskade 163, 1011 DL, Amsterdam, the Netherlands ("Booking.com"), and

ii. Partner, whose details are set out in the Partner Information ("Partner").

This Agreement may be amended or supplemented by Booking.com, by giving notice to Partner of any material changes,

at any time. The revised version will be deemed to have been accepted by Partner in consideration of Partner’s ongoing

benefits under this Agreement unless Partner serves notice to terminate this Agreement.

1. INTRODUCTION

1.1 Agreement Documents: These General Partner Terms form

part of the Booking.com Partner Agreement. This Agreement is

made up of these General Partner Terms and any other

documents referenced in them. If there is a conflict between any

of these documents, it should be resolved by applying the

documents in that order (prevailing document first).

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions: The following definitions are used in these General

Partner Terms:

TERM

DEFINITION

Accommodatio

means any form of paid accommodation, hotel,

apartment or similar stay available for reservation

through or enabled by the Booking.com Platform.

Adequacy

Decision

means a decision of the European Commission

recognizing a (territory or sector within a) country

outside of the EEA or an international organisation

as providing an adequate level of data protection

for the purposes of the GDPR or any other relevant

Technology and Data Laws. For the UK, Adequacy

Decision refers to a decision made by the UK

Information Commissioner's Office (“ICO”)

recognising a (territory or sector within a) country

outside of the UK or an international organisation

as providing an adequate level of data protection

for the purposes of the UK GDPR or any other

relevant Technology and Data Laws.

Affiliate

means, in relation to a party, any other entity which

directly or indirectly has Control, is under

the Control of, or is under direct or indirect

common Control with that party from time to time.

Agency

Commission

means the amount received by and settled with

Booking.com or BTL from the supplier of a Travel

Experience for each Materialised Transaction.

Agreement

means the agreement described in Clause 1.1

(Agreement Documents) of these General Partner

Terms.

Applicable Law

means any law applicable to a party’s performance

of the Agreement in any relevant jurisdiction,

including all applicable: (a) legislation,

regulations or directives; (b) binding court orders or

judgments; or (c) industry regulations, codes,

policies, payment scheme rules or standards

enforceable by law.

Booking.com

Brand

Standards

means Booking.com’s brand guidelines as made

available to Partner from time to time.

Booking.com

Competitor

means any competitor of Booking Holdings Inc. or

its Affiliates that is offering comparison and/or

reservation services (e.g. an online travel agent,

tour operator, meta-platform) in relation to travel

(e.g. Accommodation, flights, travel insurance

products, rental cars, rides or attractions).

Booking.com

Compliance

Requirements

means Appendix 2 that is attached to, and forms

part of, these General Partner Terms.

Booking

Holdings Group

means Booking Holdings Inc., and its Affiliates from

time to time.

Booking.com

means all Intellectual Property owned, developed or

licensed by (or on behalf) Booking.com or a

Booking.com Affiliate, including the IP identified in

Clause 9.1 (Booking.com IP Ownership).

Booking.com

Materials

means such data, content and other information

made available in the preparation and performance

of this Agreement, including through the

Booking.com Platform (e.g. rates and availability for

Travel Experiences) and API feeds, as applicable.

Booking.com

Affiliate Partner

Program

means the program through which Booking.com

agrees to make the Booking.com Platform available

to Partner.

Booking.com

Platform

means the parts of the online travel reservation

related system that are controlled by Booking.com

and BTL, and through which Booking.com Materials

are made available to Partner under this

Agreement. The form(s) of the Booking.com

Platform is notified to Partner during the

Booking.com Affiliate Partner Program registration

and sign-up process or as later selected or

requested by Partner in the Partner Centre.

Booking.com

Security,

Privacy and

means Appendix 3 that is attached to, and forms

part of, these General Partner Terms.

General Partner Terms

Processing

Requirements

Booking.com

Service

means services operated by Booking.com and BTL

to support use of the Booking.com Platform and the

associated Travel Experience reservations process.

Unless otherwise indicated, the Booking.com

Service includes the transmission of the relevant

Reservation details to the suppliers of the Travel

Experience, sending the subsequent confirmation

to the Visitor or Guest, as applicable, and all

customer service-related issues and questions in

respect of the Booking.com Service and/or

Booking.com Platform.

BTL

means Booking.com Transport Limited.

Business Day

means a day other than a Saturday, Sunday or a

public holiday in the Netherlands.

Car Gross Profit

means the revenue received by BTL from the Car

Rental, which is the total price of the Reservation

less payments to the Travel Experience, Taxes and

optional extras (including car seats, GPS and

Insurance Products).

Car Rental

means any vehicle available for a rental reservation

through or enabled by the Booking.com Platform.

Car Total

Transaction

Value

means the total price of the Reservation less Taxes

and optional extras (including car seats, GPS and

Insurance Products).

Commercial

Model

has the meaning given in Clause 8 (Partner

Commission and Payment).

Confidential

Information

means all information (however recorded or

disclosed) related to a party (or its Affiliates) that is

marked as confidential or would otherwise be

regarded as confidential by a reasonable business

person, including information relating to the

business affairs, suppliers, market opportunities,

operations, product information, know-how,

designs, processes, trade secrets or software of

that party (or its Affiliates) and Booking.com

Materials.

Control

means the direct or indirect power to determine the

management and policies of an entity or the

composition of its board of directors or equivalent

body, whether through the ownership of shares, by

contract, or otherwise.

Controller

means the natural or legal person, public authority,

agency or other body which, alone or jointly with

others, determines the purposes and means of the

Processing of Personal Data.

Data Subject

means any natural person who can be identified,

directly or indirectly, based on Personal Data,

including but not limited to Guests and Visitors.

EEA

means the European Economic Area.

Force Majeure

Event

means, for either party, an event or circumstance

which is beyond the reasonable control of that party

and prevents it from performing its obligations

under this Agreement. Force Majeure Events do not

include events or circumstances caused by:

a. a shortage of funds, labour, materials or other

resources;

b. an increase in operational costs;

c. the failure of a subcontractor or any other third

party to provide goods or services; or

d. circumstances that could have been avoided

by a party exercising reasonable care

(including strikes or employee disputes) or by

complying with its obligations relating to

disaster recovery and business continuity.

This definition is not intended to limit or exclude any

statutory definitions of force majeure that may apply

under Applicable Law.

Fraudulent

Reservation

means a Reservation: (a) which was made for the

purpose of deriving benefit other than the standard

benefit offered by a Travel Experience (typically the

use of a hotel room, vehicle or other travel related

service or amenity); (b) which was made as a result

of Partner’s breach of this Agreement; (c) for which

an invalid, stolen or otherwise unauthorised credit

card or payment information has been used; or (d)

for which a card holder fraudulently initiated a

chargeback.

General Data

Protection

Regulation or

GDPR

means Regulation (EU) 2016/679 of the European

Parliament and the Council of 27 April 2016 on the

protection of natural persons with regard to the

processing of personal data and on the free

movement of such data. UK GDPR means the

retained EU law version of the GDPR as it forms

part of the law of England and Wales, Scotland and

Northern Ireland by virtue of section 3 of the

European Union (Withdrawal) Act 2018 and as

defined in section 3(10) of the UK Data Protection

Act 2018.

Guest

means a user of the Booking.com Platform who has

made and used a Reservation.

Incident

means a breach of security leading to the

accidental or unlawful destruction, loss, alteration,

unauthorised disclosure of, or access to: (a)

Personal Data transmitted, stored or otherwise

Processed in the context of this Agreement, or (b)

Confidential Information provided to a party by the

other party.

Insolvency

Event

means the occurrence of any of the following

events in respect of a party:

a. any procedure is commenced for the

winding-up or re-organisation of the party

(other than for a solvent amalgamation or

reconstruction) that is not dismissed within ten

(10) Business Days;

b. any procedure is commenced for the

appointment of an administrator, receiver,

administrative receiver or trustee in bankruptcy

in relation to the party or all or substantially all

of its assets that is not dismissed within ten

(10) Business Days;

c. the holder of a security over all or substantially

all of the party’s assets takes steps to enforce

the security;

d. the party is or is deemed to be unable to pay its

debts as they fall due or enters into a

composition or arrangement with its creditors

generally or any class of them, including a

company voluntary arrangement or a deed of

arrangement; or

e. anything analogous to the events described in

(a) to (d) occurs in any jurisdiction.

Insurance

Product

means an insurance product made available to

Visitors via the Booking.com Platform.

Intellectual

Property or IP

means all rights, title and interest in: (a) patents,

trade marks, service marks, trade names, goodwill,

registered designs, design rights, database rights,

copyrights and other forms of intellectual or

industrial property (in each case in any part of the

world, whether or not registered or registerable for

their full period of registration with all extensions,

renewals and revivals, and including all applications

for registration or otherwise); (b) inventions,

formulae, domain names, Confidential Information

(including know-how or secret processes); (c) rights

in computer software; and (d) any similar rights or

assets which may now or in the future subsist

anywhere in the world.

General Partner Terms

Integration &

Service

Information

means any documentation or information provided

by Booking.com to Partner in respect of technical

and operational elements of this Agreement (as

may be updated or amended by Booking.com from

time to time), including the integration and interface

of the Booking.com Platform and the Partner

Platform and the Booking.com Service and

instructions in relation to customer facing materials.

Integration &

Service

Selections

means any integration and service selections made

available to Partner by Booking.com under this

Agreement.

Losses

means all losses, liabilities, damages, costs,

expenses (including reasonable legal fees)

and the costs of investigations, litigation,

settlement, payments, interest, penalties and fines.

Materialised

Transaction

means a Reservation which has resulted in the

provision of a Travel Experience (as confirmed to

Booking.com or BTL by the supplier of the Travel

Experience) and receipt by Booking.com of the

Agency Commission or BTL of the Car Gross Profit,

and excludes Fraudulent Reservations.

Partner Centre

means an extranet operated by Booking.com,

which allows Partner to monitor aspects of the

parties’ relationship under this Agreement and to

make certain communications with Booking.com.

Partner

Commission

means the amount that Booking.com will pay to

Partner based on the Commercial Model, in euros

unless a different currency is stated or requested by

Partner (as applicable) in the Partner Centre.

Partner Group

means Partner and each of its Affiliates from time to

time.

Partner

Information

means the information provided by Partner on the

Partner Registration Form and/or in the Partner

Centre (if there is any conflict between the Partner

Registration Form and the Partner Centre, the

information in the Partner Centre shall prevail).

Partner IP

means all IP owned or licensed (excluding the

Booking.com IP) by Partner or a Partner Affiliate.

Partner

Platform

means any website, communications and/or app

controlled by Partner and specified in the Partner

Information through which the Booking.com

Platform is made available to Partner’s customers.

Partner

Registration

Form

means, as applicable:

a. the online sign-up and registration form

completed by Partner for the Booking.com

Affiliate Partner Program; and/or

b. Partner’s previous partnership agreement with

Booking.com.

Personal Data

means any information relating to a Data Subject,

such as (without limitation) name, credit card

details, an identification number, location data, an

online identifier or one or more factors specific to

the physical, physiological, genetic, mental,

economic, cultural or social identity of that natural

person, and includes the meanings of equivalent

terms pursuant to Technology and Data Laws, such

as personal information (PI) and personally

identifiable information (PII).

Personnel

means either party’s employees, officers or

directors.

Process,

Processed and

Processing

means any operation or set of operations which is

performed on Personal Data, whether or not by

automated means, such as the collection,

recording, organisation, structuring, storage,

adaptation or alteration, retrieval, consultation, use,

disclosure by transmission, dissemination or

otherwise making available, alignment or

combination, restriction, erasure or destruction.

Processor

means a natural or legal person, public authority,

agency or other body which Processes Personal

Data on behalf of a Controller.

Regulator

means a government department or regulatory,

statutory and other body which, under Applicable

Law, is entitled to regulate or investigate the

matters dealt with in this Agreement or the parties

to this Agreement, including any competent

independent public authority tasked with the

monitoring and enforcement of compliance with

Technology and Data Laws.

Reservation

means a Travel Experience booking made through

the Booking.com Platform.

Taxes

means any national, governmental, provincial,

state, municipal or local taxes, levies, imports,

duties, (sur)charges, fees and withholdings of any

nature imposed by any governmental, fiscal or

other authority, including VAT, GST, sales and use

tax, ITBIS or other similar taxes.

Technology and

Data Laws

means any Applicable Law relating to the provision

of digital services and the protection and use of

information and data (including but not limited to

rules regarding information security, the Processing

of Personal Data, the protection of privacy, the use

of device-related information, the operation of

digital marketplaces and platforms, and the use of

information for marketing purposes), applicable to

one or both of the parties, as may be amended or

replaced from time to time. Without limitation and

where applicable, the following are considered as

Technology and Data Laws: GDPR, UK GDPR, UK

Data Protection Act 2018, Directive (EU) 2016/1148

of the European Parliament and of the Council of 6

July 2016 concerning measures for a high common

level of security of network and information systems

across the Union (NIS Directive), Directive

2002/58/EC of the European Parliament and of the

Council of 12 July 2002 concerning the processing

of personal data and the protection of privacy in the

electronic communications sector, as well as any

Applicable Law implementing or supplementing

them.

Third Party

Platform

means any third party search engine, website, app,

platform, forum, service, tool or other device.

Travel

Experience

means any form of paid travel related service or

amenity including Accommodation, car rental, travel

insurance products, flights, rides or attractions

available for reservation through or enabled by the

Booking.com Platform.

Variable Terms

Appendix

means Appendix 1 that is attached to, and forms

part of, these General Partner Terms.

VAT

means within the European Union, any value added

tax or any other similar indirect Taxes as may be

levied in accordance with the Directive

2006/112/EC, and outside the European Union, any

Goods and Services Tax (GST), sales tax or any

other similar indirect Taxes levied by reference to

added value and/or consumption.

Visitor

means a person who accesses the Partner Platform

and/or Booking.com Platform.

2.2 Interpretation: In these General Partner Terms:

a. references to a specific law include that law as amended from

time to time, or any law that replaces or amends it;

General Partner Terms

b. the words "including" or “for example” (or similar) should not be

given a restrictive meaning because they are followed by

particular examples; and

c. clause, schedule and paragraph headings shall not affect the

interpretation of this Agreement.

3. PARTNER’S APPOINTMENT

3.1 Appointment: The parties agree on a non-exclusive basis that

Partner may make the Booking.com Platform and/or

Booking.com Materials available to Visitors based on any

Integration & Service Selections, the terms of this Agreement

and subject to completion of the works to enable the integration.

4. BOOKING.COM’S RESPONSIBILITIES

4.1 Booking.com will:

a. make available and maintain the Booking.com Platform;

b. operate the Booking.com Service; and

c. make available the Partner Centre for use by Partner (via unique

link and user ID provided by Booking.com),

in accordance with any Integration & Service Selections and the

Integration & Service Information in all material respects.

4.2 Amendment of Form of the Booking.com Platform:

Booking.com reserves the right to amend the form of the

Booking.com Platform or remove the Booking.com Platform upon

notice to Partner (which may be via the Partner Centre). Partner

is deemed to have accepted the amended Booking.com Platform

upon continued use of the Booking.com Platform unless Partner

serves notice to terminate this Agreement.

5. PARTNER’S RESPONSIBILITIES

5.1 Partner will:

a. make available and maintain the Partner Platform, including

keeping the Partner Platform up-to-date and accurate and in

accordance with the Integration & Service Information in all

material respects;

b. ensure the Booking.com Platform and any Integration & Service

Selections are “always on” on the Partner Platform and

presented in such a way as to drive traffic to the Booking.com

Platform;

c. provide prompt and reasonable cooperation, assistance and

support to Booking.com in respect of Booking.com’s operation

and management of the Booking.com Platform and the

Booking.com Service as they relate to the integration between

Booking.com and Partner; and

d. safeguard and keep the Partner Centre link and user ID

confidential and safely stored and not disclose them to any

person other than those who need to have access to the Partner

Centre. Partner will immediately notify Booking.com when it

becomes aware of any suspected, threatened or actual security

breach or improper use of the Partner Centre.

6. INTEGRATION & SERVICE SELECTIONS

6.1 Variable Terms: Different terms and conditions apply to any

Integration & Service Selections. These are set out in the

Variable Terms Appendix. The relevant terms will only apply if,

and for so long as, the corresponding option is offered to Partner

by Booking.com and agreed to by Partner.

7. WARRANTIES AND DISCLAIMERS

7.1 General Warranties: Each party represents and warrants to the

other that, at all times:

a. Approvals and consents: it has all necessary rights, approvals,

permits and consents to enter into and perform this Agreement,

and to grant the rights and licences referred to in it;

b. Applicable Law: it will materially comply with all Applicable Laws

in relation to performance of this Agreement and its relationship

with its own customers;

c. Appropriate skill: it has, and shall retain for the term of this

Agreement, qualified and dedicated staff with the appropriate

level of expertise, skills and knowledge to perform the obligations

and meet the requirements contemplated in this Agreement in a

timely and diligent manner;

d. Platform and Role Distinction: it will clearly distinguish the

Partner, the Partner Group, the Partner Platform and any

ancillary Partner services from Booking.com, Booking Holdings

Group, the Booking.com Platform, the Bookng.com Materials and

the Booking.com Services. It will seek to avoid confusing Visitors

and Guests about the difference between Partner and

Booking.com, and of the roles and responsibilities of Partner and

Booking.com. Partner will make this clear to Visitors and Guests

through the Partner Platform’s applicable terms of use, terms and

conditions and privacy policies and notices. Neither party will

hold itself out as being or acting on behalf of the other party.

Partner will promptly and at its own cost comply with any

reasonable requests from Booking.com to make changes,

alterations or amendments to the Partner Platform in order to

meet the requirements of this Clause 7.1.d, including in relation

to any transparency requirements under Technology and Data

Laws;

e. Packaging: if any Reservation becomes part of a package or

linked travel arrangement as defined by the Package Travel

Directive (EU) 2015/2302, then Partner will be the organiser of

the package and will be solely responsible for the provision of the

package or linked travel arrangements and for any obligations

attached to the package or linked travel arrangement including

those imposed by the Package Travel Directive or similar local

legislation; and

f. Inappropriate Behaviour: it will not:

i. violate public policy and morals; or

ii. make or use any inappropriate, improper or unlawful

content, reference, material, or links (e.g. in respect of

pornography or racism), defamatory statements, elements

which violate the privacy of third parties or are otherwise

abusive, offensive or obscene.

7.2 Partner Warranties:

a. Partner represents and warrants to Booking.com that it will not

and will procure that the other members of the Partner Group will

not without the express prior consent of Booking.com:

i. discuss matters connected to this Agreement directly with

any Travel Experience supplier;

ii. make Reservations on its own behalf, with the purpose of

reselling them to or for the benefit of a third party;

iii. speak negatively or detrimentally about Booking.com or its

Affiliates except as otherwise protected by Applicable Law;

iv. knowingly adversely affect Booking.com’s or its Affiliates’

position in the market, relationship with any supplier of a

Travel Experience or its brand or goodwill;

v. use, exploit or otherwise employ, directly or indirectly, any

Third Party Platforms to seek to avoid its obligations or

circumvent restrictions under this Agreement;

vi. use Booking.com Materials to offer price comparison;

vii. directly or indirectly use or create any paid or unpaid

advertisement (including, without limitation, on meta search,

general search, app store search, chatbots and any

innovation from search platforms (e.g. PMAX), or any video,

display, organic or social advertising) that directs, redirects

or links to the Booking.com Platform (or any CNAME or

equivalent); or

viii. require any Guest to use or redeem e-money or crypto

currency in order to make a Reservation.

b. Partner shall notify and agree in advance with Booking.com any

proposed material change to the way in which Visitors access the

Booking.com Platform or the current presentation of the Partner

General Partner Terms

Platform. If Booking.com does not agree to a material change,

such change shall not be implemented and either party may

terminate this Agreement with immediate effect.

c. Partner shall promptly notify Booking.com if it becomes aware of

any information about a Visitor, Guest, Reservation or

Materialised Transaction which may, or already has, resulted in a

Fraudulent Reservation.

d. Partner is an independent contractor for all purposes, and will be

responsible and liable for its own Taxes, social contributions and

all other Tax related matters.

e. Partner will notify Booking.com promptly upon becoming aware

of any breach of this Clause 7.2.

7.3 No Implied Warranties: Except as otherwise expressly provided

in this Agreement, neither party makes any representation or

warranty, whether express or implied, in connection with the

subject matter of this Agreement and hereby disclaims any and

all implied warranties, including: (i) of merchantability or fitness

for a particular purpose regarding such subject matter; (ii) arising

from the course of performance, course of dealing or usage of

trade; or (iii) of noninfringement. Booking.com provides the

Booking.com Platform and Booking.com Service on an "as is"

and "as available" basis. Partner provides the Partner Platform

on an "as is" and "as available" basis.

8. PARTNER COMMISSION AND PAYMENT

8.1 Applicability of Partner Commission: Booking.com will pay the

amount of Partner Commission in accordance with the following

table (the “Commercial Model”):

Materialised

Transaction

per month

Percentage split

of Agency

Commission

Travel

Experience

0-50

25%

Accommodation

51-150

30%

Accommodation

151-500

35%

Accommodation

more than 500

40%

Accommodation

8.2 Amendment of Partner Commission: Booking.com reserves

the right to amend the Commercial Model upon notice to Partner.

Partner is deemed to have accepted the amended Commercial

Model upon continued use of the Booking.com Platform unless

Partner serves notice to terminate this Agreement.

8.3 Non-Materialised Transactions: Booking.com is not liable for

Partner Commission in respect of any Reservations that have for

any reason been wrongfully anticipated or identified as

Materialised Transactions and may recoup, in whole or in part,

any paid Partner Commission for such Reservations. To account

for any wrongfully anticipated or identified Materialised

Transactions, Booking.com is entitled to:

a. reconcile (and adjust) the Invoice issued under Clause 8.5.a

(Self-invoicing) for such affected Reservations, if payment has

not yet been made to Partner;

b. issue a debit invoice to Partner for such affected Reservations, if

payment has already been made to Partner; and/or

c. retroactively adjust the applicable tier for all Materialised

Transactions affected by such Reservations.

8.4 Pay Local Reservations: If any Reservation is payable at the

time that a Car Rental is picked up and not at the time the

Reservation is made (a “Pay Local” Reservation), then BTL is

unable to collect Car Gross Profit or Car Total Transaction Value

(as applicable) for a no show. The failure to collect Car Gross

Profit or Car Total Transaction Value (as applicable) for no shows

connected to Pay Local Reservations will be accounted for by

deducting a variable global aggregate percentage that

represents the aggregate number of users who fail to cancel a

Reservation prior to the pick-up time or fail to appear for Pay

Local Reservations from Car Gross Profit or Car Total

Transaction Value (as applicable).

8.5 Self-invoicing:

a. Booking.com and Partner agree to apply a self-billing procedure

for the period of the Commercial Model. Partner expressly

authorises Booking.com to issue in its name and on its behalf all

invoices relating to the Partner Commission in accordance with

the requirements of Applicable Law (the “Invoice”). Partner

confirms it will not issue any invoices for the services covered by

this Agreement, unless it is specifically agreed between the

parties.

b. Partner shall at all times remain responsible for the accuracy and

completeness of the Invoice for its purposes. Partner agrees that

Booking.com will not be held accountable for any errors in the

Invoice. Partner agrees that it is responsible for informing

Booking.com:

i. if self-billing by Booking.com is not permitted or possible

under Applicable Law;

ii. in the case that self-billing is allowed, of any specific Invoice

requirements. Partner agrees that Booking.com may not be

able to support all requirements but Booking.com will

endeavour to include relevant requirements; or

iii. if Partner changes its VAT registration number or ceases to

be VAT registered.

c. If Partner does not inform Booking.com of Partner’s liability to

report Tax, Booking.com assumes that Partner is not required to

include any Tax on the Invoice.

d. On or before the fifth (5th) Business Day of each month,

Booking.com will provide Partner with an Invoice stating the

Partner Commission payable in that month. If Partner does not

notify Booking.com within three (3) Business Days after receipt of

the Invoice, it will be deemed accepted.

8.6 Partner Commission Evidence: The systems and records of

Booking.com will be used to calculate and (unless evidence is

presented to the contrary within three (3) Business Days of

receipt of the Invoice) will be considered conclusive evidence in

respect of the calculation of the amount of the Partner

Commission.

8.7 Payment: Booking.com will pay all Partner Commission within

sixty (60) days of the end of the month in which the Guest

departs. If Partner Commission due at that time is less than one

hundred Euros (€100) total, Booking.com will be entitled to

postpone payment until the month when at least one hundred

Euros (€100) is due, or until the amount is claimed by Partner

after the termination of this Agreement. Payments will be made

by bank transfer using the bank details communicated through

the Partner Centre.

8.8 Taxes: Each party shall be responsible for the payment of Taxes,

of whatever nature and howsoever levied, as may be required by

the Applicable Law, unless otherwise prescribed by an applicable

international tax treaty. Partner is liable to report and pay any

applicable VAT or sales tax amount due in its jurisdiction and to

ascertain that the Partner Commission (self) invoice includes the

relevant Tax amount (if any). No further amounts shall be

payable by either party under this Agreement in respect of Tax. If

any other amounts are payable by Booking.com to Partner, all

amounts payable are inclusive of any Taxes. Partner agrees that

Taxes (if appropriate) shall be calculated out of the amounts

payable by Booking.com (and not on top of), at the rate

prevailing at the relevant Tax point.

8.9 Payment Entity: Partner accepts that Partner Commission may

be paid by Priceline Group Treasury Company B.V. (“PGTC”) or

General Partner Terms

Booking Holdings Treasury Company (“BHTC”) or such other

Booking.com Group company nominated by Booking.com.

9. INTELLECTUAL PROPERTY

9.1 Booking.com IP Ownership: Booking.com (or its licensors) will

retain ownership of all IP in the Booking.com Platform, the

Booking.com Materials, the Booking.com Service, the Integration

& Service Information and any parts of the Partner Platform

developed by Booking.com.

9.2 Partner IP Ownership: Subject to Booking.com IP ownership as

set out in Clause 9.1 above, Partner (or its licensors) will retain

ownership of all IP that it (or any licensor) contributes to the

Partner Platform.

9.3 Licence from Booking.com: Booking.com grants to Partner (or,

where relevant, will ensure the grant of) a worldwide, revocable,

royalty-free, non-exclusive, non-assignable licence to use the

Booking.com IP solely to the extent and for the purpose of

distribution of the Booking.com Platform via the Partner Platform,

receipt of the Booking.com Service and exercise of Partner’s

rights and obligations under this Agreement.

9.4 No Sub-licensing by Partner: Unless expressly agreed in

writing by Partner and Booking.com, Partner may not sublicense

the rights granted to it under this Clause, whether to allow

connection to the Booking.com Platform or use of Booking.com

Materials, or for any other purpose (including a price/availability

comparison or (meta) search).

9.5 Restrictions on Use of Booking.com Materials: Partner may

only use the Booking.com Materials to make the Booking.com

Platform available on the Partner Platform and/or enable any

Integration & Service Selections. Partner will not directly or

indirectly integrate, combine or otherwise make the Booking.com

Materials (or any part thereof) available with its own content

and/or the content of any Booking.com Competitor. Partner will

not amend or create derivative works based on or derived from

the Booking.com Materials other than as strictly necessary for

the operation of the Partner Platform as contemplated by this

Agreement.

9.6 Licence from Partner: Partner grants to Booking.com (or, where

relevant, will ensure the grant of) a worldwide, revocable,

royalty-free, non-exclusive, non-assignable and sub-licensable

licence to use the Partner IP solely to the extent and for the

purpose of Booking.com’s distribution of the Booking.com

Platform via the Partner Platform, the delivery of the

Booking.com Service and the exercise of Booking.com’s rights

and obligations under this Agreement.

9.7 Completion of Rights: Each party will (and will procure that all

relevant third parties will) promptly execute and deliver all

documents and perform all acts required to give full effect to the

assignments, licences and other rights granted in this Clause.

9.8 Marks: Neither party may use the IP of the other party (including

in any advertising or publicity material) other than in accordance

with this Clause 9 (Intellectual Property), the Booking.com Brand

Standards, any other Integration & Service Information and prior

written consent pursuant to Clause 13.4, for which e-mail shall

suffice. Partner may not use the Booking.com IP in any

advertisement that it uses or creates on any search (including

meta search and general search) or blog websites.

9.9 Mutual Indemnity: Each party (the "Indemnifying Party") will

be liable to, and will compensate, indemnify and hold the other

party (and in Booking.com’s case, each of its Affiliates) (the

"Indemnified Party") harmless for and against any Losses

awarded against the Indemnified Party pursuant to any claim

from any third party in respect of infringement of the third party's

IP by the Indemnifying Party. Any claim under this Clause shall

be conducted in accordance with Clause 14.5 (Conduct of

Indemnity Claims).

10. BOOKING HOLDINGS GROUP SUPPLY

10.1 The Booking.com Materials may include data, content or

information sourced from other companies in the Booking

Holdings Group (“Booking Holdings Group Supply”).

10.2 If the parties agree upon Booking Holdings Group Supply, then

the Booking Holdings Group company to which the relevant

Booking.com Materials relate is an intended third party

beneficiary of rights under this Agreement. The relevant Booking

Holdings Group company will be entitled to enforce all relevant

terms of this Agreement as they relate to its Booking.com

Materials. For that purpose, references to Booking.com shall be

interpreted to include the relevant Booking Holdings Group

company, and relevant rights, limitations and exclusions of

liability of Booking.com apply equally to the applicable Booking

Holdings Group company with respect to its Booking Holdings

Group Supply.

10.3 Upon request, Partner will display the applicable Booking.com

Materials in accordance with the branding requirements of the

relevant Booking Holdings Group company.

11. DATA PROTECTION AND SECURITY

11.1 The parties will comply with the Booking.com Security, Privacy

and Processing Requirements, as attached to these General

Partner Terms.

12. COMPLIANCE

12.1 The parties will comply with Booking.com’s Compliance

Requirements.

13. CONFIDENTIALITY AND PUBLICITY

13.1 Confidentiality Obligations: Each party will:

a. not disclose the other party’s Confidential Information to any third

parties except as permitted in the Agreement;

b. protect the other party’s Confidential Information in accordance

with the degree of skill, care, diligence, and foresight which

would reasonably and ordinarily be expected from a

conscientious and skilled party;

c. only use the other party’s Confidential Information for the

purposes for which it was disclosed; and

d. ensure that each third party that receives Confidential

Information is bound by similar confidentiality obligations.

13.2 Permitted Disclosures: Provided the recipient is subject to

similar confidentiality obligations as set out in this Agreement,

Clause 13.1 does not restrict:

a. either party from disclosing Confidential Information to:

i. its Personnel or that of its Affiliates; or

ii. its, or its Affiliates, agents, contractors (and subcontractors

of any tier), lawyers, accountants and financial advisers,

who need to know the Confidential Information to exercise their

rights or perform their obligations under this Agreement, and in

the Partner’s case to the extent that the recipient is not a

Booking.com Competitor;

b. Booking.com from disclosing Confidential Information to its

Personnel or that of its Affiliates for legitimate business

purposes, including providing services to the Booking.com

Holdings Group;

c. Booking.com from disclosing Confidential Information to third

parties to the extent that they need the information to provide

services to the Booking Holdings Group; or

d. any disclosure of Confidential Information required:

i. by Applicable Law, a court of competent jurisdiction or

a Regulator; or

ii. as a result of being listed on a recognised investment

exchange.

13.3 Confidentiality Exceptions: Clause 13.1 does not apply to

Confidential Information that:

General Partner Terms

a. was already known to the recipient before it was disclosed by (or

on behalf of) the other party;

b. becomes available to the recipient on a non-confidential basis via

another third party;

c. is independently developed by the recipient without using the

other party’s Confidential Information; or

d. comes into the public domain in a way that does not breach this

Agreement.

13.4 Publicity and Announcements: Unless required to do so by

Applicable Law, Partner will not issue any press release or

announcement about the existence or operation of this

Agreement, without Booking.com’s prior written consent for

which e-mail will suffice. Partner agrees that Booking.com may

issue a press release or announcement about its relationship

with Partner under this Agreement.

14. LIABILITY

14.1 Exclusions of Liability:

a. Availability: Each party acknowledges the difficulties inherent in

the use of the internet and communication networks and

technologies. In particular, varying speeds and network

congestion can cause interruptions, delays and difficulties in

accessing, browsing, navigating or using a platform. Each party

excludes any and all liability in respect of the other party which is

related to any outage, downtime, interruption, breakdown,

malfunction or unavailability (whether for maintenance,

upgrades, updates or otherwise) of the Booking.com Platform,

the Booking.com Service and/or the Partner Platform.

b. Travel Experience: Each party acknowledges that (i) all Travel

Experiences are supplied to Visitors and Guests by third party

suppliers and not by Booking.com, which is only acting as a

facilitator; and (ii) Booking.com does not in any way (directly or

indirectly, independently or in conjunction with any party) own,

manage, operate or control any Travel Experience. Partner

excludes any and all liability in respect of Booking.com which is

related to the quality of the Travel Experience.

c. Indirect Losses: Except with respect to liability pursuant to

Clauses 14.3.d and 14.3.e, neither party will be liable to the

other, whether in contract, tort (including negligence), breach of

statutory duty or otherwise under or in connection with this

Agreement for any indirect or consequential Losses, loss of profit

or loss of revenue.

d. Negligent Acts or Omissions: If Booking.com’s performance of

its obligations under this Agreement is prevented or delayed as a

result of any negligent act or omission of Partner, its agents,

sub-contractors or employees, Booking.com shall not be liable

for any Losses that Partner incurs as a result.

14.2 Liability Cap: Subject to Clause 14.3, the maximum liability of a

party for all claims whether in contract, tort (including

negligence), breach of statutory duty or otherwise made against

such party by the other party under or in connection with this

Agreement in a year will not exceed the greater of: (a) the

aggregate Partner Commission in the preceding calendar year

up to EUR 1,000,000, and (b) EUR 100,000.

14.3 Liability Never Limited or Excluded: The mutual liability cap at

Clause 14.2 shall not apply to:

a. liability for death or personal injury caused by a party’s

negligence;

b. Losses caused by fraud or fraudulent misrepresentation;

c. any liability under Clause 9.9, which will not exceed EUR

100,000 in a year;

d. any liability of Partner under Clauses 7.1.e (Warranties and

Disclaimers), 11 (Data Protection and Security), 12

(Compliance), 13 (Confidentiality and Publicity) or as a result of

an Incident;

e. any liability of Partner under any API Clauses in the Variable

Terms Appendix; or

f. any other liability that cannot be limited or excluded under

Applicable Law.

14.4 Mitigation: Each party will take reasonable steps to mitigate

its Losses incurred in connection with the Agreement.

14.5 Conduct of Indemnity Claims: Where either party is required to

indemnify the other party in connection with a third party claim,

the Indemnified Party will:

a. notify the Indemnifying Party of the claim within ten (10) Business

Days of becoming aware of the claim;

b. allow the Indemnifying Party to take over and assume the

defence and settlement of the claim at the Indemnifying Party’s

cost (in consultation with the Indemnified Party if such defence

and/or settlement could negatively affect the Indemnified Party).

The Indemnified Party may (but is not obliged to) elect to employ

counsel at its own expense in respect of the defence and

settlement of such claim;

c. give the Indemnifying Party reasonable assistance in connection

with the conduct of the claim (at the Indemnifying Party’s cost);

and

d. not admit any liability or agree to any settlement without the

Indemnifying Party’s prior approval (not to be unreasonably

withheld).

15. TERM, TERMINATION AND SUSPENSION

15.1 Duration: Unless agreed otherwise, this Agreement will

commence on the date of last signature and continue until

terminated in accordance with its terms.

15.2 Voluntary Termination: Either party may terminate this

Agreement with immediate effect at any time by giving the other

party written notice.

15.3 Automatic Termination: This Agreement will terminate

automatically if no Reservations are made via the Partner

Platform for a period of twelve (12) consecutive months.

15.4 Suspension: If Booking.com considers that Partner is in material

breach of this Agreement, then Booking.com will be entitled to

suspend the availability of the Booking.com Platform and/or its

obligation to pay any Partner Commission or other amount under

this Agreement (such that Partner’s entitlement to receive

payment will not accrue during the period of suspension).

15.5 Wind Down: In the event of a termination of this Agreement, the

parties agree to honour any Reservations made before the

termination date and, for this purpose, shall continue to comply

with all obligations in this Agreement which are reasonably

necessary for the purpose of honouring such Reservations.

16. CONSEQUENCES OF TERMINATION

16.1 Booking.com Materials and Booking.com Platform: Upon

termination of this Agreement, Partner will:

a. destroy, delete or upon request of Booking.com return all

Booking.com Materials (including all hard and soft copies) and

will, upon request, confirm in writing to Booking.com that all such

Booking.com Materials have been destroyed, deleted or

returned. Partner may, however, keep copies of Booking.com

Materials as necessary to confirm any final Partner Commission

payments (after which time it must be deleted) or as part of

archival records stored on backup systems provided that these

will remain subject to Clause 13 (Confidentiality and Publicity);

and

b. promptly remove and disable any interface/connection between

the Partner Platform and the Booking.com Platform, to the extent

it is within Partner’s control to do so.

16.2 Accrued Rights Unaffected: Termination or expiry of

the Agreement will not affect any rights, remedies, obligations or

liabilities of the parties that have accrued up to the date of

termination.

General Partner Terms

16.3 Payment Obligations Upon Termination:

a. Unless this Agreement has been terminated by Booking.com in

circumstances where Partner is in material breach of this

Agreement, Booking.com will pay accrued and payable Partner

Commission in accordance with the terms of this Agreement,

provided the contact details and bank account supplied by

Partner in the Partner Information are correct. If Booking.com is

unable to pay the Partner Commission for up to six (6) months

following the termination date, because the Partner Information is

incorrect or incomplete, then Partner will be deemed to have

effectively waived its right to such Partner Commission and no

Partner Commission will be due.

b. On or following termination of the Agreement, Booking.com may

recoup, in whole or in part, any paid Partner Commission for any

Reservations that have for any reason been wrongfully

anticipated or identified as Materialised Transactions in

accordance with Clause 8.3 (Non-Materialised Transactions).

16.4 Continuing Obligations: Any provision of this Agreement which

expressly or by implication is intended to continue in force after

termination or expiry will remain in full force and effect, including

this Clause and Clauses 9 (Intellectual Property except 9.3, 9.6

and 9.7), 10 (Booking Holdings Group Supply), 11 (Data

Protection and Security), 13 (Confidentiality and Publicity) and 14

(Liability).

17. ASSIGNMENT AND SUBCONTRACTING

17.1 Consent Generally Required: Subject to the remainder of this

Clause, neither party is permitted to assign, transfer, novate or

subcontract the benefit of this Agreement, or to subcontract its

obligations under it, without the other party’s prior written consent

(not be unreasonably withheld or denied).

17.2 Permitted Disposals by Booking.com: Booking.com may,

without Partner’s consent, assign, transfer, novate or subcontract

its rights and obligations under this Agreement to: (a) any Affiliate

of Booking.com from time to time, or (b) to any purchaser of the

business undertaking of Booking.com to which this Agreement

relates. At the request of Booking.com, Partner will promptly

execute all documents required to give effect to such a

transaction.

17.3 Permitted Subcontracting by Booking.com: Booking.com

may, without Partner’s prior consent, subcontract the

performance of administrative or other functions related to the

operation of Booking.com’s business generally.

17.4 Responsibility for Subcontractors: The parties will remain

responsible for all the acts or omissions of subcontractors as if

they were the acts or omissions of that party.

18. GENERAL

18.1 English Language: If the original English version of this

Agreement has been translated into other languages, the

translated version of the English language Agreement is

provided as a courtesy and office translation only. Partner cannot

derive any rights from the translated version. In the event of a

dispute about the content or interpretation of this Agreement or in

the event of a discrepancy between the English version and any

other language version of this Agreement, the English language

version will prevail. The English version only will be used in any

legal proceedings.

18.2 Costs: Each party will bear its own costs and expenses in

connection with the entering into, execution and performance

under this Agreement (including in respect of the integration and

connection of the Booking.com Platform to the Partner Platform

and/or any Integration & Service Selections).

18.3 Agreement Change: Except where provided otherwise in this

Agreement, any change to this Agreement must be agreed in

writing and signed by an authorised representative of each party

or via exchange and confirmation online (including via e-mail or

in the Partner Centre).

18.4 Force Majeure Events: Neither party will be liable for a breach

of or liability under this Agreement caused by a Force Majeure

Event. Each party undertakes to notify the other party promptly

should a Force Majeure Event occur and impact the performance

under this Agreement. The party whose performance of

obligations is impacted by the Force Majeure Event shall use

reasonable efforts to mitigate the impact of the Force Majeure

Event. As soon as the Force Majeure Event resolves, the

prevented party shall promptly resume operations.

18.5 Interim Relief: Nothing in this Agreement prevents either party

from making any application to a court to obtain an interim

remedy (including an injunction) for any threatened or actual

breach of this Agreement.

18.6 Notices to Parties:

a. Notices must be in English and sent:

i. to Booking.com, via the Partner Centre; and

ii. to Partner, via the Partner Centre, by email or by hard copy,

unless otherwise specified between the parties.

b. Notices will be sent via email or by hard copy to Partner’s

address as specified in the Partner Information. Each party may

change its contact details by giving notice to the other party.

18.7 Timing of Notices: Hand delivered and mailed notices will be

deemed to have been given as follows: (a) if delivered

personally, on delivery; (b) if sent by first class post within the

same country, two (2) Business Days after the date of posting;

three (3) Business Days after dispatch; and (d) any notice

delivered after 5pm will be deemed not to have been given until

the next Business Day. Partner Centre notices will be deemed to

have been given as of the date they are available in the Partner

Centre. E-mailed notices will be deemed to have been given as

of the date emailed, subject to Clause 18.6 (Notices to Parties).

18.8 Severability: If any Clause (or part of a Clause) in this

Agreement is unenforceable, invalid or illegal for any reason, the

other Clauses of this Agreement will remain in force as if they

had been executed without the offending text appearing in this

Agreement (and the offending text will be deemed to be

substituted with drafting that has the closest effect and is

enforceable).

18.9 Waiver: No delay or omission by either party to exercise any

right or remedy provided for by law or under this Agreement will

operate to waive, limit or otherwise affect that right or remedy.

18.10 No Partnership or Agency: Nothing in this Agreement is

intended to, or will be deemed to: (a) establish any partnership or

joint venture between Booking.com and Partner, or (b) make one

party the agent of the other. Neither party has the authority or

power to bind, create a liability for, or enter into any commitments

for or on behalf of, the other party.

18.11 Entire Agreement: This Agreement constitutes the whole and

only agreement between the parties relating to its subject matter

and supersedes and excludes all prior agreements or

arrangements made between them that relate to it. This

Agreement shall prevail over any inconsistent terms or conditions

contained or referred to in any Partner purchase order,

confirmation of order, acceptance of a quotation or specification,

or any terms implied by law, trade custom, practice or course of

dealing.

18.12 Third Party Rights: This Agreement is not intended to, and does

not, give any person, corporate or unincorporated body (whether

or not having separate legal personality) who is not a party to it

any rights to enforce any provisions contained in it except for: (a)

Booking.com Affiliates, who shall be entitled to enforce any rights

expressed as benefiting them; and (b) any other provisions which

expressly provide for enforcement by a third party.

18.13 E-Signatures and Counterparts: Unless Applicable Law

requires otherwise, this Agreement may be agreed and/or

executed through online processes pursuant to Clause 18.3 or

General Partner Terms

using electronic signatures. This Agreement may also be

executed in one or more counterparts. Each counterpart will

constitute an original and together they will constitute a single

agreement. If an effective date has not been stated within this

Agreement, it will come into effect on the date that the last party

signs it or indicates acceptance through online processes.

18.14 Jurisdiction: All disputes or claims arising in connection with

this Agreement will be subject to the exclusive jurisdiction of the

Amsterdam District Court, with proceedings conducted in English

before the Chamber for International Commercial Matters

(“NCC”). If a dispute or claim is held not to fall within the

competence of the NCC, the parties agree that it will exclusively

be resolved by the Court of Amsterdam, the Netherlands.

18.15 Governing Law: This Agreement, and any matter, claim or

dispute arising in connection with it, will be governed by Dutch

law.

Integration & Services Selections – Variable Terms

APPENDIX 1

INTEGRATION & SERVICE SELECTIONS

VARIABLE TERMS

This Appendix forms part of the General Partner Terms and sets out the variable terms that apply to each of the

Integration and Service Selections. The relevant terms will apply only if and for as long as the corresponding Integration

& Service Selection is provided to Partner by Booking.com. If there is a conflict between this Appendix and the remainder

of the General Partner Terms, it should be resolved in favour of this Appendix.

1. APIS

1.1 API Controls & Protections: Partner acknowledges that

integration of APIs into the Partner Platform may result in

potentially harmful machine generated request loads being

placed on Booking.com’s servers. Partner will:

a. comply with Booking.com’s reasonable requests related to the

integration of the Booking.com Platform;

b. ensure that relevant Booking.com Materials are processed and

displayed accurately and consistently on the Partner Platform;

c. ensure that all data provided by the Partner to Booking.com via

the API is accurate, correct, complete and consistently

synchronised between the API call and the Partner Platform;

d. use only live searches and requests and never cache results;

e. not cause any disturbance to, interruption of, or any loss of

availability or functionality of (1) the Booking.com Platform, or (2)

the APIs;

f. store in and serve the static data within the Booking.com

Materials from Partner’s systems only;

g. not cache dynamic data (including but not limited to availability

and pricing data) within the Booking.com Materials; and

h. store the authorization credentials to access the Booking.com

API servers on Partner’s server only and not on any third party

platform, including mobile applications or devices.

1.2 Integration Code Testing: Partner will, at the request of

Booking.com, submit its API integration code to Booking.com for

formal testing, validation and approval. Partner will amend or

update the integration code as needed to address issues

identified in testing.

1.3 Test Environment Access: If requested by Booking.com,

Partner will promptly provide Booking.com with a test

environment where Booking.com is able to perform live tests on

the integration of the Booking.com API with the Partner Platform.

Partner will obtain approval prior to making the API enabled

Partner Platform available to Visitors.

1.4 Use of Booking.com Materials: Partner may only use the

Booking.com Materials provided via the API for the purposes of

enabling the integration of the Booking.com Platform to the

Partner Platform. Partner may not use Booking.com Materials for

any other purposes including marketing (including that supports

a third party) or contacting a Visitor or Guest (unless the contact

is otherwise allowed in this Agreement).

1.5 Price Comparison: If the API provided to Partner is API “Type 1”

or API “Type 2”, Partner may offer price comparison with

Booking.com’s prior consent. If Partner offers price comparison,

it will ensure that Travel Experience rates are compared fairly

and with equal favour, in terms of ranking, to all other ranked

properties and presented with equal prominence accordingly.

Partner will use all reasonable endeavours to ensure that all

rates within the ranking are accurate and not misleading and

comply with relevant Applicable Laws.

1.6 Liability: Partner (as Indemnifying Party) will be liable towards,

and compensate, indemnify and hold Booking.com and each of

its Affiliates (as the Indemnified Party) harmless for and against

any Losses awarded against the Indemnified Party pursuant to

any claim from any third party in connection with Partner’s

integration and use of the API, including in respect of any

interruption to Booking.com's provision of the API enabled

Booking.com Service to other parties. Any claim under this

Clause shall be conducted in accordance with Clause 14.5

(Conduct of Indemnity Claims).

Booking.com Compliance Requirements

APPENDIX 2

BOOKING.COM COMPLIANCE REQUIREMENTS

This Appendix forms part of the General Partner Terms. If there is a conflict between this Appendix and the remainder of

the General Partner Terms, it should be resolved in favour of this Appendix.

1. ANTI-BRIBERY AND ANTI-CORRUPTION COMPLIANCE

1.1 In relation to the execution and performance of this Agreement,

each party, its Personnel and its agents and other representatives

has and will:

a. not directly or indirectly:

i. offer, promise or give to any third party (including any

governmental official or political party's official,

representative or candidate); or

ii. seek, accept, agree to receive or get promised for itself or

for another party,

any gift, payment, reward, consideration, advantage or benefit of

any kind which would, or could reasonably be construed as,

bribery or an illegal or corrupt practice; and

b. comply with (and not place the other party in breach of) all

Applicable Laws prohibiting bribery and corruption (including the

U.S. Foreign Corrupt Practices Act 1977, the UK Bribery Act

2010 and the laws of any other territory with jurisdiction over the

parties).

2. TAX OBLIGATIONS AND COMPLIANCE WITH LAWS

PROHIBITING TAX EVASION OR TAX FRAUD

2.1 In connection with their performance of and remuneration under

this Agreement, each party, its Personnel and its agents and

other representatives will pay in full all Taxes that are lawfully due

from it in any jurisdiction(s) in which it operates, and will not:

a. commit (or facilitate, aid, abet, counsel or procure the

commission of) any offence of cheating the public revenue or the

fraudulent evasion of any Tax, or

b. otherwise breach or take any action that may place the other

party in breach of Applicable Laws prohibiting Tax evasion and

the facilitation of Tax evasion.

3. COMPLIANCE WITH TRADE AND ECONOMIC SANCTIONS

3.1 Each party represents and warrants that, for the term of this

Agreement, it is not:

a. listed on any applicable list of sanctioned parties (including the

lists of restricted parties issued by the UN, U.S., EU and UK);

b. owned by, controlled by, or acting at the direction of, any person,

persons or corporate or unincorporated body (whether or not

having a separate legal personality) listed on such a list or that

person’s or entity’s legal or personal representatives, successors

or permitted assigns; or

c. ordinarily resident in or organised under the laws of any

jurisdiction subject to comprehensive or other territory-wide

sanctions imposed by the UN, U.S. EU and/or UK.

3.2 Neither party will take any action that would breach (and not take

any action that would place the other party in breach of)

applicable sanctions.

4. MODERN SLAVERY, HUMAN TRAFFICKING AND HUMAN

RIGHTS

4.1 Each party represents and warrants that, for the term of this

Agreement, it complies with all Applicable Laws concerning

employment rights, human rights, non-discrimination and modern

slavery, and in particular does not hold any person in slavery or

servitude, or arrange or facilitate the travel or stay of another

person with a view to that person being exploited.

5. COMPLIANCE WITH ANTI-MONEY LAUNDERING AND

TERRORISM FINANCING LAWS

5.1 Parties represent and warrant that, for the term of this

Agreement:

a. no funds (or portion thereof) that the parties may remit to each

other will constitute the proceeds of crime;

b. the parties will not (whether knowingly or with cause to suspect)

acquire, use, possess, retain, control or otherwise deal in funds

or other property constituting the proceeds of crime; and

c. the parties will not otherwise engage in any activity or become

concerned in an arrangement that may constitute an offence

under Applicable Laws prohibiting dealing in the proceeds of

crime and/or the financing of terrorism.

5.2 Partner represents and warrants that, in respect of the bank

account to be used in connection with this Agreement ("Bank

Account"):

a. Partner is the sole holder and beneficiary of the Bank Account;

b. all payments and transfers between Booking.com and the Bank

Account (and vice versa) are at arm's length and do not violate

any Applicable Laws (including in particular laws concerning

money laundering, bribery and corruption, tax evasion, terrorist

financing, financial sanctions and other financial crimes); and

c. Partner does not use the Bank Account (or any funds transferred

to or from Booking.com) to breach Applicable Laws.

5.3 Clause 5.2 does not prohibit payments from being made via a

digital payment processor, digital wallet, virtual credit card or

other method reasonably acceptable to Booking.com (the

"Alternative Payment Method"), including where such

Alternative Payment Method is established or holding funds

outside Partner's jurisdiction of establishment or principal place

of business, provided that Partner's use of that Alternative

Payment Method is fully in compliance with all Applicable Laws

(including financial laws) and does not otherwise result in a

breach of the warranties contained in Clause 5.2.

6. INTERNAL COMPLIANCE MEASURES

6.1 Each party will, for the term of this Agreement, implement

reasonable internal measures (including policies, procedures,

compliance audits and training) intended to ensure that it (and its

Personnel) does not breach the obligations set out in these

Booking.com Compliance Requirements.

7. GENERAL

7.1 Partner agrees to complete and provide to Booking.com, or any

advisor to Booking.com, any requested screening or

re-screening questionnaires and/or associated documents.

7.2 Partner will immediately notify Booking.com in the event of any

actual or suspected breach of these Compliance Requirements

by Partner, its Personnel or its agents or other representatives.

Security, Privacy and Processing Requirements

APPENDIX 3

BOOKING.COM SECURITY, PRIVACY AND PROCESSING

REQUIREMENTS

This Appendix forms part of the General Partner Terms. If there is a conflict between this Appendix and the remainder of

the General Partner Terms, it should be resolved in favour of this Appendix.

1. RELATIONSHIP AND PERSONAL DATA PROCESSED

1.1 Roles of parties: The parties acknowledge and agree on the

following:

a. each party acts in principle as an independent and separate

Controller where it Processes Personal Data in connection with

this Agreement, and in this capacity: (i) determines at its sole

discretion the purposes and means of such Processing, and (ii)

is fully responsible for its own compliance with Technology and

Data Laws;

b. neither party Processes Personal Data on behalf of the other

party;

c. should any situation lead the parties to jointly determine the

purposes and means of a given Processing by Booking.com or

by Partner of any Personal Data in the context of this Agreement,

each party shall be responsible for determining its respective

responsibilities for compliance with obligations under Technology

and Data Laws. Unless otherwise provided, each party shall

handle data subject requests sent to it directly. The other party

shall, at its own cost, provide all reasonable cooperation,

assistance and information to enable the other party to handle

such requests.

1.2 Personal Data shared by Booking.com: The parties

acknowledge and agree on the following:

a. Booking.com may share with Partner the information and

Personal Data necessary in connection with this Agreement.

b. Partner undertakes to Process such information and Personal

Data solely for the purposes necessary in connection with this

Agreement, and undertakes to comply with all use restrictions

that arise as a result thereof from Technology and Data Laws,

notably in terms of purpose limitation. In particular, except as

otherwise permitted in this Agreement and to the extent such

purposes were communicated to the Data Subject at the time of

collection, Partner undertakes not to (directly or indirectly):

i. approach, contact or solicit any Data Subject, Visitor or

Guest;

ii. send any direct or unsolicited mail;

iii. disclose such information or Personal Data to any third

party; or

iv. use such information or Personal Data for any other

commercial, promotional or marketing purposes.

c. Booking.com provides information and Personal Data to Partner

on an as-is basis, and cannot warrant and/or confirm the

correctness or usability of the information and Personal Data

shared by Booking.com with Partner, and Booking.com therefore

cannot be held liable for the information and Personal Data

shared by Booking.com with Partner.

1.3 Integrations: The parties acknowledge that the integrations

chosen by Partner do not create any joint controllership between

the parties, even in relation to the collection of Personal Data

through such integrations, due to the technical features thereof.

As a result, Booking.com acts as sole Controller for the collection

and further Processing of such Personal Data carried out through

or thanks to such integration. Partner undertakes not to (seek to)

intercept any Personal Data Processed in such a way.

1.4 Personal Data shared by Partner:

a. If Partner shares Personal Data with Booking.com other than

through an integration as described under Clause 1.3, then the

following requirements apply:

i. Partner shall notify Booking.com of the Personal Data it

intends to share with Booking.com, the purposes for which

these Personal Data may be processed by Booking.com

and the means through which this Personal Data will be

shared with Booking.com;

ii. Partner shall obtain prior written confirmation from

Booking.com for the disclosure of the Personal Data;

iii. Partner shall ensure that the collection of such Personal

Data and its disclosure are permitted under Technology and

Data Laws; and

iv. Partner shall be entitled and warrants that it is entitled

pursuant to Technology and Data Laws to disclose the

Personal Data to Booking.com, and shall have duly

informed the relevant Data Subjects (including by adding to

its website a link to the Booking.com privacy statement

(booking.com/privacy) and obtained consents to the extent

necessary pursuant to Technology and Data Laws.

b. Booking.com shall not directly market (e.g. sending of

newsletters or special promotions, (for example re-targeting

services and online e-mail registration on the Partner Platform))

to Data Subjects or Visitor or Guests, unless that Data Subject,

Visitor or Guest:

i. visits or (has) visited a Booking.com website (other than

through the Partner Platform) or otherwise has given

consent to Booking.com to retarget or (re)market to them

prior to the parties entering into this Appendix; or

ii. has after the commencement of this Appendix given (tacit or

express as applicable) consent for Booking.com to directly

market or retarget them,

in either case whether such consent is granted by the Data

Subject’s or Visitor’s or Guest’s separate access to the

Booking.com Platform or any channel other than the Partner

Platform.

2. TRANSPARENCY, COMPLIANCE AND PRIVACY PRINCIPLES

2.1 Transparency:

a. Each party shall strive to comply with the principle of

transparency in relation to the Processing of Personal Data, for

instance through the provision of a relevant privacy statement to

Data Subjects whenever required by Technology and Data Laws.

b. For the avoidance of doubt, this also applies to the Processing

by Partner of Personal Data of/relating to Data Subjects acting

on behalf of Booking.com (e.g. staff, contractors, agents).

c. For any Processing by Booking.com of Personal Data of/relating

to Data Subjects acting on behalf of Partner (e.g. staff,

contractors, agents), Partner acknowledges that such Processing

takes place in accordance with the Booking.com privacy

statement for business partners, made available online, as may

be amended by Booking.com from time to time (presently found

at https://admin.booking.com/hotel/hoteladmin/privacy.html).

Partner procures that it will make such privacy statement

available to such Data Subjects prior to providing their Personal

Data to Booking.com and warrants that the provision to

Booking.com of such Personal Data for such purposes is lawful.

Security, Privacy and Processing Requirements

2.2 Compliance: Partner shall implement measures in a manner

that it meets all requirements and privacy principles under

Technology and Data Laws in relation to this Agreement and

performance thereof. Partner shall employ procedures to monitor

its compliance with Technology and Data Laws. Partner shall not

Process the Personal Data in a manner that may be detrimental

to the reputation of Booking.com or have any other negative

effect on Booking.com.

2.3 Privacy Principles: When Processing Personal Data as

Controller in the context of performance of this Agreement,

Partner shall ensure:

a. that the Personal Data is Processed lawfully and fairly;

b. that it Processes such Personal Data only for specified, explicit

and legitimate purposes in accordance with Technology and Data

Laws and does not further Process Personal Data in a manner

that is incompatible with those purposes;

c. that the Processing shall be limited to what is adequate, relevant

and necessary in relation to the purposes for which Partner

Processes such Personal Data, including by ensuring that any

individual acting under its authority who has access to Personal

Data does not process it except on instructions from Partner;

d. that such Personal Data it Processes is accurate and, where

necessary, kept up to date, including by taking every reasonable

step to ensure that Personal Data that is inaccurate is erased or

rectified without delay;

e. that such Personal Data is kept in a form which permits

identification of Data Subjects for no longer than is necessary for

the purposes for which the Personal Data are Processed; and

f. that it is able to demonstrate compliance with this Clause 2.3.

2.4 Cooperation: Each party shall, at its own cost, provide all

reasonable cooperation, assistance and information to enable

the other party to comply with its obligations under Technology

and Data Laws, including assisting the other party with the

following:

a. responding to requests from or notifying competent authorities

(including supervisory authorities) in relation to the Booking.com

Materials and Personal Data Processed and shared in the

context of this Agreement;

b. responding to requests from Data Subjects wishing to exercise

their privacy rights pursuant to Technology and Data Laws; and

c. conducting any assessment to validate compliance with the

Technology and Data Laws and this Appendix.

3. SECURITY & INCIDENTS

3.1 General security measures: Each party shall implement and

maintain technical and organisational measures appropriate to

the risks to ensure the security (including the integrity,

confidentiality, availability and continuity) of the Personal Data it

Processes in the context of this Agreement, the Confidential

Information it has received from the other party and of any digital

properties (websites or other) within the scope of this Agreement,

and to prevent, mitigate and respond to Incidents. Without

limitation to the foregoing, Partner shall take into consideration

minimum market practice such as the OWASP Top Ten lists or

any other reasonable and relevant practices required by

Booking.com in writing.

3.2 Incidents - Reasonable and Appropriate Remedial Actions: If

at any time Partner becomes aware of, or has reasonable

grounds to suspect, the occurrence of any Incident, Partner shall:

a. without undue delay notify Booking.com and consult with

Booking.com on the reasonable and appropriate actions to be

taken;

b. subject to limitations existing under Applicable Law, be

responsible for proactively providing all information necessary to

Booking.com such that Booking.com can be fully informed and

undertake its own investigation related to the cause, mitigation

measures taken, and damages incurred or likely to be incurred

by either party, and third parties, with respect to the Incident;

c. take all immediate reasonable and appropriate actions required

by the situation, even prior to any consultation (in which case

Partner shall consult with Booking.com as soon as reasonably

practicable afterward), to avoid or mitigate any adverse effects

for Booking.com, and to prevent (further) harm to Booking.com or

the affected Data Subjects; and

d. cooperate with Booking.com in taking any reasonable and

appropriate action to address the Incident.

3.3 Incidents - Disclosure: Subject to mandatory requirements

under Applicable Law, Partner:

a. shall in no manner provide information to any third party

(including any Regulator) without the prior notification of

Booking.com; and

b. acknowledges and agrees that Booking.com retains the right to

inform any third party (including any Regulator and affected Data

Subjects) about any Incident, in particular where required by

Applicable Law or where such Incident is not specific to Partner.

4. INTERNATIONAL DATA TRANSFERS

4.1 Data transfer to non-UK or non-EEA recipients: The parties

shall ensure that Personal Data is only transferred to or

accessed by recipients outside the UK or the EEA if such

transfer is in accordance with Technology and Data Laws.

4.2 Data transfer to non-UK or non-EEA Partner:

a. To the extent the transfer of Personal Data from Booking.com to

Partner constitutes a transfer of Personal Data to a non-UK or

non-EEA recipient, where possible an Adequacy Decision will be

relied upon as the relevant data transfer mechanism under

Technology and Data Laws.

b. For all other situations, the parties acknowledge that such

transfer of Personal Data is required for performance of a

contract in the interest of the Data Subject.

5. INSPECTIONS AND AUDITS

5.1 Inspection and audit right for Booking.com: Booking.com is

entitled to conduct and/or instruct a third party to conduct an

inspection of Partner or audit of Partner’s records (including

Processing- or security-related information), to the extent

reasonably necessary to (a) fulfil any legal or reporting

obligations of Booking.com, or (b) where Booking.com

reasonably suspects non-compliance, verify compliance by

Partner with this Appendix. Partner shall, and procures that its

employees, agents or representatives shall, fully cooperate with

Booking.com and such third party, as applicable, in this context

notably by granting access to premises, personnel and

information (including making available copies thereof) as are

reasonably necessary for those purposes.

5.2 Costs: Booking.com shall bear the costs of any such inspection

or audit unless it reveals a breach by Partner of any provision of

this Agreement, in which event such costs will be borne by

Partner, without prejudice to Booking.com’s further rights and

remedies in respect of such breach.

6. TREATMENT OF LOSSES

6.1 To the extent that any claim or complaint relating to the

Processing of Personal Data leads to a finding of

non-compliance by Booking.com or any of its Affiliates with

Technology and Data Laws and such non-compliance is

attributable to Partner, Partner undertakes to pay any related

Losses on Booking.com or any of its Affiliates’ behalf. Where

such payment is not permitted for whatever reason, Partner

acknowledges that such non-compliance constitutes a

contractual breach as a result of which Partner (as the

Indemnifying Party) will be liable towards, and compensate,

indemnify and hold Booking.com and each of its Affiliates (as the

Indemnified Party) harmless and is required to pay the

Indemnified Party a lump-sum indemnity equal to the amount of

Security, Privacy and Processing Requirements

such Losses. Any claim under this Clause shall be conducted in

accordance with Clause 14.5 (Conduct of Indemnity Claims).

6.2 Consent: Partner acknowledges and agrees that it may receive

marketing communications from Booking.com. By accepting this

Agreement, Partner consents to receive such communications

via email, phone, text, or any other method of communication

deemed appropriate by Booking.com. Partner may opt-out of

receiving marketing communications at any time (by, for

example, following the unsubscribe instructions included in each

communication (where applicable)). Booking.com will not share

or sell Partner's personal data with any third party for marketing

purposes without Partner's explicit consent. Booking.com will

only use Partner's personal data in accordance with

Booking.com's privacy statement.

7. MISCELLANEOUS

7.1 Notices: Any notification or correspondence from Partner to

Booking.com in relation to this Appendix shall be sent to

dataprotectionoffice@booking.com.