1- Contracting Parties
1.1 The provider acknowledges that the platform serves as technology service and these terms and conditions bind the provider to the travel agency.
1.2 The provider will act as merchant of record and be responsible for the fulfillment of the bookings made by Travel Agencies through the Platform.
1.3 The Provider agrees to comply with all applicable tax and local legal requirements in delivering the bookings made by the travel agency
2- Content
2.1 The Provider may only market those accommodations for which they have contracted and fully valid and written agreements with the accommodation provider for the distribution of such accommodations. The Provider is responsible for complying with the conditions established with the accommodation provider, and HotelDistribute may at any time request the Provider for written proof regarding the existence and validity of such agreement with the accommodation provider.
2.2 The Provider shall not access, store, distribute, or transmit any viruses or any material while using the Services that is illegal, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; facilitates illegal activities; represents sexually explicit images; promotes illegal violence; is discriminatory based on race, sex, color, religious belief, sexual orientation, or disability; or is illegal or causes injury or damage to any person or property.
2.3 HotelDistribute reserves the right, without liability or prejudice to its other rights against the Provider, to disable the Provider’s access to any material that violates the provisions of this clause.
2.4 The Provider, or any third party acting on their instructions, will be responsible for uploading Content to the Platform.. The Provider acknowledges and agrees that HotelDistribute does not claim ownership of the Content and has no responsibility for the Content. HotelDistribute will not be liable for the Booking Fees that the Provider, its channel manager, or any third party uploads to the Platform.
2.5 The Provider shall:
-Ensure that the Provider’s Content uploaded to the Platform is accurate in all respects and not misleading.
-Provide information about the Service, including information about the Provider (including images, photographs, and descriptions), its amenities and services, and the rooms available for booking, rate information (including all applicable taxes), and availability, cancellation and no-show conditions, and other conditions and restrictions, and shall comply with the formats and standards of HotelDistribute.
-Ensure that the Provider’s availability uploaded to the Platform continuously reflects real-time availability for the dates advertised by the Provider, including the availability of additional rooms for certain periods or events or extraordinary (adverse) situations (e.g., remodeling or construction work on the premises or its surroundings).
-Update the Accommodation information daily (or more frequently, if necessary) and modify at any time and through the Platform the rate of rooms available for booking and the number or type of rooms available.
-Also keep the Booking Fee updated at all times, with the Provider being responsible for ensuring the reality of all prices corresponding to the Booking Fees uploaded to the Platform. If there is an error in the Booking Fee, the Provider shall assume this error and comply with the Booking under the conditions and prices uploaded to the Platform.
2.6 By posting Content through our Platform, you grant HotelDistribute a license to use it.
2.7 If HotelDistribute, for operational reasons, uploads Content on behalf of the Provider, the Parties acknowledge that HotelDistribute will not be responsible for the truthfulness and accuracy of the Content uploaded and that the Provider assumes responsibility for all Content uploaded by HotelDistribute and will independently and periodically verify that the Content complies with the Provider’s terms and conditions.
2.8 If HotelDistribute allows the Provider to upload Content to the Platform taken by HotelDistribute from other platforms or websites, the Provider must ensure that they have the right to distribute the content on those platforms or websites, and HotelDistribute is not liable for the uploaded Content or the damages arising from uploading Content on the Platform from platforms or websites where the Provider does not have the right to upload or distribute the Content.
2.9 The provider acknowledges that the platform serves as technology service and these terms and conditions bind the Provider to the Travel Agency.
2.10 The Provider will act as merchant of record and be responsible for the fulfillment of the bookings made by Travel Agencies through the Platform.
2.11 The Provider agrees to comply with all applicable tax and local legal requirements in delivering the bookings made by the travel agency.
2.12 Each Party acknowledges that:
-The Platform is exclusively aimed for a commercial purpose and that HotelDistribute does not act as reseller or agent of the Services offered by the Providers and/or Travel Agencies through the Platform; and
-HotelDistribute is not liable of any act or omission from the Travel Agency or the Provider. All bookings and/or agreements between the Travel Agency and the Provider are independent agreements between such parties and HotelDistribute is not a party to those agreements. HotelDistribute is not acting as agent or intermediary of any of the parties.
3- Obligations of the Provider
3.1 In relation to the Content uploaded to the Platform by the Provider, the Provider shall:
-Ensure that the Content uploaded to the Platform is accurate in all respects and not misleading, including, but not limited to, ensuring that the Services offered correspond to the descriptions and images provided by the Provider through the Platform. The Content provided by the Provider for inclusion on the Platform shall include information about the Provider (including images, photographs, and descriptions), its amenities and services, and rooms available for booking, information about rates (including all applicable taxes unless otherwise stated in applicable provisions, mandatory laws, levies, surcharges, and fees) and conditions of availability, cancellation and no-show, and other conditions and restrictions, and shall comply with HotelDistribute’s formats and standards. The Provider’s Content shall not contain telephone numbers, email addresses, or details of websites, apps, or social media platforms (including Twitter and Facebook) with direct references to the Provider or its websites, platforms, or other devices or websites. HotelDistribute reserves the right to amend or remove any information upon becoming aware that it is incorrect, incomplete, or in breach of the terms and conditions of these Conditions.
-Make available the cancellation charges and any other terms and conditions applicable to the Provider through the Platform and ensure that this is clearly visible and communicated to the Agency before making any Booking.
-Comply with all applicable laws and regulations in relation to the advertising, provision, and fulfilment of all Bookings made through the Platform.
-Issue all receipts, confirmation invoices, vouchers, and other necessary documentation for all Bookings made through the Platform.
-Fulfill all Bookings made through the Platform.
-Confirm that all Content uploaded by third parties or by HotelDistribute is correct.
3.2 The Content provided by the Provider for the Platform shall at all times remain the exclusive property of the Provider. Should the Provider wish to reach additional markets, the Provider may translate the Content into other languages; such translations shall at all times remain the exclusive property of the Provider.
3.3 Unless otherwise agreed by HotelDistribute, the Provider shall make updates and changes to the Provider Information (including rates, availability, rooms) directly and online through the Platform or by any other means as reasonably indicated by HotelDistribute. HotelDistribute will process updates and changes relating to images, photographs, and descriptions as soon as possible.
4- Claims and Complaints Management
4.1 For the purposes of this clause, a Booking incident shall be understood as:
-Any modification of a confirmed Booking, for example, in relation to the rate, dates of stay, room category or characteristics, Provider, or the services included in the Booking.
-Any cancellation by the Provider of a confirmed Booking for any reason other than the non-fulfilment of the obligations of the Agency, especially those related to the payment of the Booking, cases of fraud or force majeure.
-Any case of guest relocation due to overbooking.
-The defective performance of the Services included in the confirmed Booking.
4.2 The Provider acknowledges and agrees that the quality of the Services offered to the Agency is essential for generating loyalty and trust. For this purpose, and without prejudice to the conditions that may have been directly agreed between the Provider and the Agency, the Provider undertakes to comply with the obligations set out below in relation to the management of Booking incidents and claims and complaints from End Consumers.
4.3 The Provider agrees to:
-Immediately inform the Agency and the End Consumer of any incident in the Booking that is known or foreseeable to occur before the arrival date.
-Diligently handle and address the End Consumer’s claims and complaints in a timely manner. The Provider shall, in any case, acknowledge receipt of the complaints and claims received in writing within 14 days of receipt and resolve to such complaints and claims within 28 days of receipt.
-Take all commercially reasonable measures to remedy them.
-Indemnify the parties concerned for any damage they may have suffered as a result of a Booking incident attributable to the Provider. In the event that the booking conditions cannot be honoured due to lack of availability, compensation will be established according to the following table:
-In the event of any conflict or contradiction between the conditions set out in this clause and those agreed directly between the Provider and the Agency, the latter shall prevail.
5- Representations and Warranties
5.1 The Provider represents and warrants to HotelDistribute that:
-It has all necessary rights, permissions, licenses, and other authorisations, registrations, and governmental requirements to conduct, continue, and carry on its operations and business activities and to make the Provider available for bookings on the Platform (including for short stays), as well as all necessary powers and authority to use, operate, own (as applicable), license and sublicense, and for HotelDistribute to publish on the Platform.
-It is duly registered with all relevant tax authorities (including the applicable (local) statutory tax authorities) as a Provider or other provider of the Provider.
-The Provider shall ensure compliance with the standards set forth in this Clause by any Provider of goods or services it employs to fulfill its obligations under this Agreement.
5.2 HotelDistribute represents that the Platform offered will substantially conform to the descriptions set forth in this Agreement and the documentation provided to the Provider. HotelDistribute does not warrant that the Platform will meet the Provider’s particular requirements, expectations, or needs, or that the operation of the Platform will be uninterrupted or error-free.
5.3 There are no representations or warranties, whether express or implied, oral or written, regarding the Platform or any service included in this Agreement or provided in accordance with it, including, but not limited to, any implied warranty (a) of merchantability, (b) of fitness for a particular purpose, or (c) arising from the course of performance.
5.4 The Provider warrants that the Platform will only be used in accordance with the terms and conditions of this Agreement, any agreement granting the Provider access to the Platform, and all applicable laws and regulations. In the event of a breach of such warranty, the Provider shall indemnify and hold HotelDistribute harmless from all liabilities, damages, losses, expenses, claims, demands, fines, or judgements that the Service Provider may suffer.
6- Term and Termination
6.1 This Agreement shall commence upon the Provider’s registration on the Platform and shall continue unless:
-Either party provides written notice of termination to the other party with 60 days notice.
-It otherwise terminates in accordance with the provisions of this Agreement or the General Terms and Conditions.
-Without prejudice to any other right or remedy available to it, HotelDistribute may terminate this Agreement with the Provider by giving written notice to the Provider if.
-HotelDistribute is unable to receive payment on any payment due dates, and, having previously made a request to the Provider to remedy its situation, the same has not been fulfilled within a maximum period of 15 calendar days.
-The Provider commits a material breach of any other provision of this Agreement which is irremediable or (if such breach is remediable) fails to remedy that breach within ten (10) days after being given written notice to do so.
-In the event of bankruptcy or similar proceedings by either party, upon ten (10) days’ notice to the other party.
-The Provider enters into negotiations with all or any class of its creditors to reschedule any of its debts or makes a proposal or enters into any compromise or arrangement with its creditors other than for the sole purpose of a solvent scheme of amalgamation of that other party with one or more companies or the solvent reconstruction of that other party, notifying the other party ten (10) days in advance.
-Upon termination of this Agreement for any reason.
-The licenses granted under the Terms and Conditions by HotelDistribute to the Provider shall immediately terminate, and the Provider shall immediately cease to use the Services.
-The accrued rights, remedies, obligations, or liabilities of the parties as of the termination date, including the right to claim damages concerning any breach of the agreement existing at or before the termination date, shall not be affected or prejudiced.
7- Liability
7.1 The Provider warrants that it maintains liability insurance with a reputable insurer, covering an amount consistent with industry best practices, and that such insurance includes all third-party risks. HotelDistribute may request the Provider to provide a copy of such insurance for inspection at any time.
The Provider shall indemnify and keep HotelDistribute, its distributors, partners, directors, employees, agents, and representatives fully indemnified and harmless from and against all claims, losses, liabilities, expenses, damages, or costs of any nature incurred by such parties, arising from this Agreement, including but not limited to:
-Any claim made against HotelDistribute by a customer in relation to this Agreement,
-Any breach by the Provider of its obligations under this Agreement,
-Any breach by the Provider of its legal or statutory obligations.
7.2 HotelDistribute shall not be liable for any direct, indirect, incidental, consequential, or other damages, and in particular, though not exclusively, for any damages of any kind related to this Agreement or the use of the Platform, fraudulent or improper use of information by the Provider, or damages arising from the inaccuracy, timeliness, or authenticity of the information provided by the Provider to HotelDistribute, as well as, though not exclusively, for any damages of any kind arising from third-party impersonation in any communication made through the Platform.
7.3 HotelDistribute shall not be liable for any loss of profits, income, or use, or any indirect or incidental damages arising from or related to this Agreement or the use of the Platform.
7.4 HotelDistribute’s total liability under this Agreement, whether arising from contract, tort (including negligence), breach of legal duty, contribution, or otherwise, shall not exceed the fees paid by the Provider under this Agreement for the six (6) month period immediately preceding the date on which the cause of action giving rise to HotelDistribute’s liability arose.
8- Confidentiality
All information that either Party may communicate or provide to the other, or to which it may have access as a result of this Agreement, shall be considered confidential and shall not be disclosed, displayed, copied, reproduced, or discussed with third parties, nor shall it be used for any purpose not related to this Agreement. This confidentiality agreement shall be maintained throughout the Term of this Agreement and for a period of two years following the Termination of this Agreement.
Notwithstanding the foregoing limitations, confidential information of a Party shall not include information that (i) is or becomes part of the public domain without any act or omission of the other Party; (ii) was in the lawful possession of the other Party prior to disclosure and was not obtained by the other Party, directly or indirectly, from the disclosing Party; (iii) is disclosed to the other Party by a third party without restriction on disclosure; or (iv) is independently developed by the other Party without the use or reference to the disclosing Party’s confidential information.
The Provider expressly authorises the Service Provider, for commercial reasons, to notify any third party of the existence of this Agreement, as well as the Licences that the Licensee has contracted.
9- General Provisions
9.1 Precedence: In the event of any inconsistency between any of the provisions of the main body of this Agreement and the General Terms and Conditions, the provisions of the main body of the Agreement shall prevail.
9.2 Definitions: For the interpretation of this Agreement, terms in capital letters in the text shall have the meaning assigned to them in the General Terms and Conditions.
9.3 Amendments: No amendment to this Agreement shall be effective unless made in writing and signed by the parties (or their authorised representatives).
9.4 Entire Agreement: This Agreement together with the General Terms and Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all prior agreements, promises, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
9.5 Assignment: The Provider shall not, without the prior written consent of HotelDistribute, assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights or obligations under this Agreement. HotelDistribute may at any time assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights or obligations under this Agreement.
9.6 Severability: Nothing in this Agreement is intended or shall be deemed to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have authority to act for or on behalf of or otherwise bind the other in any manner (including, without limitation, making any representation or warranty, assuming any obligation or liability, and exercising any right or power).
9.7 Notices: Any notice required to be given under this Agreement shall be in writing and sent by email. The email addresses of the parties for the purposes of notices shall be as follows:
-HotelDistribute: info@HotelDistribute.com
-Provider: […]
10- Grant of licence and intellectual Property
The Parties acknowledge that each of them is the owner and holder of its intellectual property rights.
Intellectual Property is the exclusive property of each of the Parties, their subsidiaries, or authorised third parties, and each holds the necessary permissions or licenses for use.
For the purposes of this Agreement, each Party (“Licensor”) grants the other Party (“Licensee”) a license to use the Licensor’s Intellectual Property for the duration of this Agreement solely for the purpose of enabling the Licensee to fulfil its obligations under this Agreement.
Upon termination of the Agreement, each Party shall cease using the Intellectual Property of the other Party.
This clause shall remain in effect indefinitely and survive the termination of this Agreement.
11- Data Protection
The Parties undertake to fully and at all times comply with the provisions contained in Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”), as well as any other current or future regulations in this area.
Accordingly, the Provider, as the data controller, will provide HotelDistribute with personal data of its customers, for the purpose of providing the services subject to this Agreement, with such processing being within the scope of the contractual relationship between the Parties, as a data processing assignment.
To this end, the Parties undertake to comply with the standard contractual clauses for the transfer of personal data to the data processor, which can be found at the following link: httpss://hoteldistribute.com/data-protection, content which the parties acknowledge and accept in its entirety without any reservation.
12- Governing law and Jurisdiction
12.1 This Agreement and any dispute or claim arising from or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Spain.
12.2 Each party irrevocably agrees that the courts of Barcelona, Spain, shall have exclusive jurisdiction to resolve any dispute or claim arising from or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).