Kishman Travel - List Your Business

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Terms and Conditions SUPPLIERS TERMS AND CONDITIONS Eeuqissalc Travel DMC, LLC - SUPPLY OF ACOMADATION, CAR HIRE, CRUISE, TOUR SERVICES AGREEMENT Please read these Terms and Conditions before using the Eeuqissalc Travel DMC, LLC website (the “Website” www.eeuqissalctravel.com). When you register as a Supplier on the Eeuqissalc Travel DMC, LLC website, you agree to accept these terms and conditions (the “Agreement”). Eeuqissalc Travel DMC, LLC is an online booking agency distributing travel services on behalf of various independent travel service Providers and You wish to make such products available to our mutual clients. 1. DEFINITIONS In addition to terms define elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears: "Eeuqissalctravel.com Platform" means the website(s), apps, tools, platforms or other devices of Eeuqissalctravel.com on which the Service is Offered. General Delivery Terms These general delivery terms (the “Terms”) form an integral part of the Accommodation, Car Hire, Cruise, Tour Agreement (the " Accommodation, Car Hire, Cruise, Tour Agreement" and together with the Terms, "Agreement") entered into between an" Accommodation, Car Hire, Cruise, Tour provider and Eeuqissalc Travel DMC, LLC (each a "Party" and collectively the "Parties"). 1. DEFINITIONS In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears: "Eeuqissalctravel.com Platform" means the website(s), apps, tools, platforms or other devices of Eeuqissalctravel.com on which the Service is made available. "Customer Service" means the customer service desk of Eeuqissalctravel.com which can be reached at customer.service@Eeuqissalctravel.com or such other address as set out in this Agreement. "Extranet" means the online system which can be accessed by the Accommodation, Car Hire, Cruise, Tour service provider (after identification of the username and the password) through the website www.eeuqissalctravel.com, for uploading, changes, verifying, updates and/or amendments of the the Accommodation, Car Hire, Cruise, Tour service provider Information (including rates, availability, rooms etc.) and reservations. "Force Majeure Event" means any of the following events affecting multiple Guests and multiple the Accommodation, Car Hire,Cruise,Tour service provider properties: acts of God, volcanic eruptions, (natural) disasters, fire, (acts of) war, hostilities or any local or national emergency, invasions, compliance with any order or request of any national, provincial, port or other public authority, government regulations or interventions, military actions, civil war or terrorism, (biological, chemical or nuclear) explosions, rebellions, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events), curtailment of transportation facilities, closing of airports or any other exceptional and catastrophic event, circumstance or emergency which makes it impossible or illegal for Guests to travel to or stay at, or prevents Guests from traveling to or staying at, the Accommodation. "Guest" means a visitor to the Platforms or a customer or guest of the Accommodation, Car Hire, Cruise, Tour "Intellectual Property Right" means any patent, copyright, invention, database right, design right, registered design, trade mark, trade name, brand, logo, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .Com, .nl, .fr, .eu, etc.) Or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world. "Platforms" means the website(s), apps, tools, platforms and/or other devices of Eeuqissalctravel.com and its affiliated companies and business partners on or through which the Service is (made) available. "Service" means the online reservation system of Eeuqissalctravel.com through which the Accommodation, Car Hire, Cruise, Tour service provider can make their travel product available for reservation, and through which Guests can make reservations and the Facilitated Payment. 2. the Accommodation, Car Hire, Cruise, Tour OBLIGATIONS 2.1 the Accommodation, Car Hire, Cruise, Tour information 2.1.1 Information provided by the Accommodation, Car Hire,Cruise,Tour for inclusion on the Platforms shall include information relating to the Accommodation, Car Hire,Cruise,Tour (including pictures, photos and descriptions), its amenities and services and the rooms etc. available for reservation, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the " the Accommodation, Car Hire,Cruise,Tour Information") and shall comply with formats and standards provided by Eeuqissalctravel.com. The Accommodation, Car Hire, Cruise, Tour Information shall not contain any telephone or fax numbers or email (including Skype) address or social media website/app/platform (including Twitter and Facebook), with direct references to the Accommodation, Car Hire, Cruise, Tour or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. Eeuqissalctravel.com reserves the right to edit or exclude any information upon becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement. 2.1.2 The Accommodation, Car Hire, Cruise, Tour represents and covenants that the Accommodation, Car Hire, Cruise, Tour Information shall always be true, accurate and not misleading. The Accommodation, Car Hire, Cruise, Tour is always responsible for a correct and up-to-date statement of the Accommodation, Car Hire, Cruise, Tour Information, including additional availability of rooms for certain periods or any extraordinary (material adverse) events or situations (e.g. renovation or construction at or near the facility). The Accommodation, Car Hire, Cruise, Tour shall update the Accommodation, Car Hire, Cruise, Tour Information on a daily basis (or such more frequent basis as may be required) and may – at any time – change via the Extranet (I) the rate of its available the Accommodation, Car Hire, Cruise, Tour bookable, and (ii) the number or type of available the Accommodation, Car Hire, Cruise, Tour. 2.1.3 The information provided by the Accommodation, Car Hire, Cruise, Tour for the Platforms shall remain the exclusive property of the Accommodation, Car Hire, Cruise, Tour providers. Information provided by the Accommodation, Car Hire, Cruise, Tour providers may be edited or modified by Eeuqissalctravel.com and subsequently be translated into other languages, whereas the translations remain the exclusive property of Eeuqissalctravel.com. The edited and translated content shall be for exclusive use by Eeuqissalctravel.com on the Platforms and shall not be used (in any way or form) by the Accommodation, Car Hire, Cruise, Tour providers for any other distribution or sales channel or purposes. Major changes or updates to the Accommodation, Car Hire, Cruise, Tour providers descriptive information are not allowed unless prior written approval has been obtained from Eeuqissalctravel.com. 2.1.4 Unless Eeuqissalctravel.com agrees otherwise, all changes, updates and/or amendments to the Accommodation, Car Hire, Cruise, Tour Information (including rates, availability, rooms) shall be made by the Accommodation, Car Hire, Cruise, Tour providers directly and online through the Extranet or such other ways as Eeuqissalctravel.com may reasonably indicate. Updates and changes with respect to pictures, photos and descriptions will be processed as quickly as reasonably possible by Eeuqissalctravel.com. 2.2 Parity and room/car/tour restrictions 2.2.1 The supplier shall give Eeuqissalctravel.com rate and availability parity ("Parity"). Rate Parity means the same or better rates for the same the Accommodation, Car Hire,Cruise,Tour, same room type, same car type , same cruise same dates, same bed type, same number of guests, same or better amenities and add-ons (e.g. free breakfast, Wi-Fi, early/late check-out), same or better restrictions and policies, such as reservation changes and cancellation policy, as are available through the Accommodation, Car Hire,Cruise,Tour providers websites, apps or call centers (including the customer reservation system), or directly at the Accommodation, Car Hire,Cruise,Tour, with any competitor of Eeuqissalctravel.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Accommodation, Car Hire,Cruise,Tour providers. Rate parity does not apply with respect to rates intended for a closed user group ("closed user group" means a group with defined limitations where membership is not automatic and where: (i) consumers actively opt in to become a member; (ii) any online or mobile interface used by closed user group members is password protected; (iii) closed user group members have completed a customer profile; and (iv) the consumer to which the rate is offered or made available has already made at least one prior booking as a member of the closed user group) provided that such rates are not (directly or indirectly) publicly (made) available. If a closed user group rate is (directly or indirectly) publicly (made) available (by the Accommodation, Car Hire, Cruise, Tour, a (direct/indirect) competitor of Eeuqissalctravel.com or on any third party (platform) (including any (meta) search engine or price comparison website)), Eeuqissalctravel.com is entitled to rate parity for such rate. Availability Parity means that the supplier shall provide Eeuqissalctravel.com with such availability (i.e. rooms/cars/tours cruise available for booking at the Platform) that are at least as favorable as those provided to any competitor of Eeuqissalctravel.com.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Accommodation, Car Hire, Cruise,Tour provider. 2.2.2 The restrictions and conditions (including the room, car, tour, cruise price) made available for reservation on the Eeuqissalctravel.com Platform shall always be in accordance with Clause 2.2.1 and make sense for all parties involved (including consumers). 2.2.3 Eeuqissalctravel.com shall be entitled to give a discount on the room/car/tour/cruise price – at its own costs up to the level of the Commission – to its closed user group members. 2.2.4 In the spirit of this Agreement and subject at all times to the availability parity set out in Clause 2.2.1, the Accommodation, Car Hire, Cruise, Tour providers is encouraged to provide Eeuqissalctravel.com with fair access to all room, car, cruise, tour types (including various policies and restrictions) and rates available during the term of the Agreement (during periods of low and high demand (including during conventions, congresses and special events)). 2.3 Commission 2.3.1 For each reservation made on the Platforms by a Guest for a Room, Car, Cruise the supplier, shall pay Eeuqissalctravel.com a commission (the "Commission") calculated in accordance with Clause 2.3.2. Payment shall be made in accordance with Clause 2.4. 2.3.2 The aggregate Commission per reservation is equal to the multiple of (I) the number of nights stayed at the Accommodation by the Guest; (ii) the booked rate per room , car, cruise, Tour per night/day (excluding sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies (the "Taxes")) and such other extras, fees and surcharges which are included in the offered rate at the time of booking of the room,car,cruise, tours by a Guest on the Platforms (such as breakfast, meals (half-board or full-board), car insurance, other equipment, late check-out/early check-in fees, extra person charges, resort fees, roll-away beds, theater tickets, service fees, etc.); (iii) the number of rooms booked by the Guest; and (iv) the relevant Commission percentage set out in the Agreement. For the avoidance of doubt, in the event of payment of the room price by the Guest to the Accommodation, Car Hire,Cruise,Tour in accordance with Clause 4.4 (Facilitated Payment), Eeuqissalctravel.com shall calculate the Commission in the event of no-show or cancellation in accordance with Clause 4.4.8; in all other events Commission will be charged in the event of overbooking or a no-show (unless the Accommodation, Car Hire,Cruise,Tour providers has notified Eeuqissalctravel.com of the relevant no-show within 2 business days after the Guest’s scheduled check-out date),Guest scheduled car collection dater) or a charged cancellation (cancellation in violation of the free cancellation policy of the Accommodation, Car Hire,Cruise,Tour provider) and shall be calculated in accordance with the confirmed booking. 2.3.3 The Accommodation, Car Hire, Cruise, Tour provider is responsible for informing Eeuqissalctravel.com about applicable taxes, fees, charges and levies (and any changes thereof) which will be charged to the Guest by the Accommodation, Car Hire, Cruise, Tour provider upon reservation for prepaid or upon check-out for postpaid reservations. Unless agreed otherwise in the Agreement or required otherwise by applicable law, the rate shown to Guests on the Platforms may or may not be exclusive of sales tax, charges and all other such (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies. 2.3.4 In the event that pursuant to (amendment or entering into force of) the applicable law, rules and legislation applicable to the Accommodation, Car Hire,Cruise,Tour provider, the rates must be shown to Guests inclusive of sales tax and all other such (national, governmental, provincial, state, municipal or local) taxes, fees or levies, the Accommodation, Car Hire,Cruise,Tour providers shall adjust the rates through the Extranet in accordance with the terms of Clause 2.1.2 and 2.1.4 as soon as possible, but in any event within 5 business days after (I) amendment or entering into force of the relevant law, rules and legislation in this respect applicable to such the Accommodation, Car Hire,Cruise,Tour providers; or (ii) notification thereof by Eeuqissalctravel.com. 2.3.5 The Extranet shows details of all reservations made at the Accommodation, Car Hire, Cruise, Tour providers through the Platforms and the corresponding Commission. On the 1st day of each month, an online reservation statement (the "Online Reservation Statement") is available on the Extranet showing the reservations of all Guests whose date of departure fell in the previous month. 2.4 Payment Commission 2.4.1 Commission for bookings in a calendar month that contains the (scheduled) departure date of the Guest in such month will be invoiced (except for free cancellations made through Eeuqissalctravel.com and in accordance with the cancellation policy of the Accommodation, Car Hire, Cruise, Tour providers) and paid in the subsequent month in accordance with the following terms: (a) Invoices are processed monthly and shall be sent to the Accommodation, Car Hire, Cruise, Tour providers by mail or email where applicable. (b) The Commission invoiced with respect to a month shall be paid by the Accommodation, Car Hire, Cruise, Tour providers within 14 days of the invoice date. (c) Payment shall be made by the Accommodation, Car Hire, Cruise, Tour providers were applicable directly to Eeuqissalctravel.com by any earns specified by Eeuqissalctavel.com, or in case this is not available in the banking system of the bank from which the payment is made, by wire transfer (to such bank account as identified by Eeuqissalctravel.com.com), check or credit card. Eeuqissalctravel.com may from time to time settle (the relevant part) of the invoice in accordance with Clause 4.4 for reservations for which the payment has been made in accordance with Clause 4.4. For the avoidance of doubt, other means of payment (such as through "payment agencies") cannot be processed by Eeuqissalctravel.com and therefore will not be accepted. The Accommodation, Car Hire, Cruise, Tour providers shall bear all costs as charged by the banks for the transfer of the funds. (d) All Commission payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or because of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Accommodation, Car Hire, Cruise, Tour providers is compelled to make any such deduction or withholding, it will pay to Eeuqissalctravel.com such additional amounts as are necessary to ensure receipt by Eeuqissalctravel.com of the full (net) amount as set out in the invoice which Eeuqissalctravel.com would have received but for the deduction. The Accommodation, Car Hire, Cruise, Tour providers is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Accommodation, Car Hire, Cruise, Tour providers to Eeuqissalctravel.com. (e) The commission invoiced with respect to a month shall be paid by the Accommodation, Car Hire, Cruise, Tour provider in the relevant currency (and if applicable at the exchange rate) as specified in the invoice. Eeuqissalctravel.com may at its sole discretion prepare invoices either in a major currency (e.g. EUR, USD, Sterling) or the relevant local currency of the Accommodation, Car Hire, Cruise, Tour provider and subsequently convert the relevant final amount into the local currency or a major currency on the basis of the exchange rate of the last day of the relevant month for which the invoice is issued (and not on the day of check-out or return where applicable. The exchange rate used shall be the interbank rate (closing rate as of 4PM EST) as used or promulgated by major international financial banks or service companies from time to time selected by Eeuqissalctravel.com. 2.4.2 The Accommodation, Car Hire, Cruise, Tour provider is responsible for withholding and reporting relevant taxes (i.e. mentioned above in 2.4.1 under d) applicable to the Commission due to Eeuqissalctravel.com according to the relevant tax regulations and the practices and requests of the tax authorities. The Accommodation, Car Hire, Cruise, Tour provider shall bear and be responsible for the payment and remittance of the taxes applicable to the Commission (payments) and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the Commission. If required, the Accommodation, Car Hire, Cruise, Tour provider shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the Commission (payments). The Accommodation, Car Hire, Cruise, Tour provider shall upon first request from Eeuqissalctravel.com provide Eeuqissalctravel.com with (scanned/photo-) copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission. The the Accommodation, Car Hire, Cruise, Tour provider represents and covenants that it is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel/Hotel/Car Rental or Cruise line. 2.4.3 In the event of a dispute between Eeuqissalctravel.com and the Accommodation, Car Hire, Cruise, Tour provider (e.g. over the amount of the Commission), any undisputed amount of the Commission will be paid in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute. 2.4.4 In the case of late payment, Eeuqissalctravel.com reserves the right to claim statutory interest, to suspend its service under the Agreement (e.g. by suspending the Accommodation, Car Hire, Cruise, Tour provider from the Platforms), and/or to ask for a bank guarantee or other form of financial security from the Accommodation, Car Hire, Cruise, Tour provider. 2.4.5 The Accommodation, Car Hire, Cruise, Tour provider shall, upon first request from Eeuqissalctravel.com, pay a deposit whose amount shall at a minimum be equal to the sum of the 3 highest invoices of operations with Eeuqissalctravel.com or such other amount as determined by Eeuqissalctravel.com at its discretion (the "Deposit"). The Deposit will be held by Eeuqissalctravel.com as a security for performance of the (payment) obligations of the Accommodation, Car Hire, Cruise, Tour provider under the Agreement. Upon termination of this Agreement, the Deposit, or any balance thereof after deducting outstanding Commission, shortfall payments and other costs due to Eeuqissalctravel.com will be repaid to the Accommodation, Car Hire, Cruise, Tour provider within 30 days after settlement in full of the outstanding obligations and liabilities (including the payment of the outstanding Commission). Upon first request from Eeuqissalctravel.com, the Accommodation, Car Hire, Cruise, Tour provider shall pay as further Deposit such additional amount as requested by Eeuqissalctravel.com if the outstanding Commission exceeds the Deposit or if the Accommodation, Car Hire, Cruise, Tour provider frequently fails to pay the Commission when due. At any point during the term of the Agreement, Eeuqissalctravel.com will monitor the (payment) performance of the Accommodation, Car Hire, Cruise, Tour provider and may decide to repay the Deposit to the Accommodation, Car Hire, Cruise, Tour provider after review (using criteria at Eeuqissalctravel.com's discretion). The amount of the Deposit shall in no way limit or cap the liability of the Accommodation under this Agreement. The Deposit shall not bear any interest. 2.5 Reservation, Guest Reservation, complaints and Best Price Guarantee 2.5.1 When a reservation is made by a Guest on the Platform, the Accommodation, Car Hire,Cruise,Tour provider shall receive a confirmation for every reservation made via Eeuqissalctravel.com, which confirmation shall include the date of arrival, the number of nights/days, the room type Car type etc. (including smoking preference (if available)), and rates, the Guest's name, address and credit card details if applicable (collectively "Customer Data") and such other specific request(s) as made by the Guest. Eeuqissalctravel.com is not responsible for the correctness and completeness of the information (including credit card details) and dates provided by Guests and Eeuqissalctravel.com is not responsible for the payment obligations of the Guests relating to their (online) reservation. For the avoidance of doubt, the Accommodation, Car Hire, Cruise, Tour provider shall on a regular basis (but at least daily) check and verify on the Extranet (the status of) the reservations made. 2.5.2 By making a reservation through the Platforms, a direct contract (and therefore legal relationship) is created solely between the Accommodation, Car Hire, Cruise, Tour provider and the Guest (the "Guest Reservation"). 2.5.3 The Accommodation, Car Hire, Cruise, Tour provider is bound to accept a Guest as its contractual party, and to handle the online reservation in compliance with the Accommodation Information (including rate) contained on the Platforms at the time the reservation was made and the reservation confirmation, including any supplementary information and/or wishes made known by the Guest. 2.5.4 Other than the fees, extras and (sur-) charges as set out in the confirmed booking, the Accommodation, Car Hire, Cruise, Tour provider shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge). 2.5.5 Complaints or claims with respect to (the products or service offered, rendered or provided by) the Accommodation, Car Hire, Cruise, Tour provider or specific requests made by Guests are to be dealt with by the Accommodation, Car Hire, Cruise, Tour provider, without mediation by or interference of Eeuqissalctravel.com. Eeuqissalctravel.com is not responsible for and disclaims any liability with respect to such claims from Guests. Eeuqissalctravel.com may at all times and at its sole discretion (a) offer customer (support) services to a Guest; (b) act as intermediate between the Accommodation, Car Hire,Cruise,Tour provider and a Guest; (c) provide – at the costs and expenses of the Accommodation, Car Hire,Cruise,Tour provider – alternative Accommodation, Car Hire,Cruise,Tour provider of an equal or better standard in the event of an overbooking or other material irregularities or complaints with respect to the Accommodation, Car Hire,Cruise,Tour provider ; or (d) otherwise assist a Guest in its communication with or actions against the Accommodation, Car Hire,Cruise,Tour provider. 2.6 Overbooking and cancellation 2.6.1 The Accommodation, Car Hire,Cruise,Tour provider shall provide the rooms,cars,cruise,Tours booked and in the event that the Accommodation, Car Hire,Cruise,Tour provider is not able to meet its obligations under this Agreement for any reason whatsoever, the Accommodation, Car Hire,Cruise,Tour provider shall promptly inform Eeuqissalctravel.com via Customer Service (customer.service@Eeuqissalctravel.com; whereas the subject line of each email shall state "overbooking"). Unless Eeuqissalctravel.com has arranged for alternative Accommodation, Car Hire,Cruise,Tour provider (to be verified by the Accommodation, Car Hire,Cruise, Tour provider with Eeuqissalctravel.com), the Accommodation, Car Hire,Cruise,Tour provider will use its best endeavors to procure alternative arrangements of equal or superior quality at the expense of the Accommodation, Car Hire,Cruise, Tour provider, in the event that no Rooms, cars etc. is available upon arrival, the Accommodation, Car Hire,Cruise,Tour provider will: (a) find suitable alternative Accommodation, Car Hire, Cruise, Tour of an equal or better standard compared to Guest ‘s booking; (b) provide free private transportation to the alternative accommodations for the Guest and other members of the Guest’s party who are listed in the Guest’s booking; and (c) reimburse and compensate Eeuqissalctravel.com and/or the Guest for all reasonable costs and expenses (e.g. cost of alternative accommodations, transportation, telephone costs etc.) made, suffered, paid or incurred by the Guest and/or Eeuqissalctravel.com due to or caused by the overbooking. Any amount charged by Eeuqissalctravel.com in this respect shall be paid within 14 days after receipt of the invoice. 2.6.2 The Accommodation, Car Hire, Cruise, Tour provider is not allowed to cancel any online reservation. 2.6.3 Cancellations made by Guests before the time and date beyond which a cancellation fee applies will not attract commission. Cancellations made by Guests after the time and date beyond which a cancellation fee applies will attract commission in accordance with the terms of this Agreement. 2.7 Credit Card guarantee 2.7.1 Except for reservations paid through Facilitated Payment (in which event this Clause 2.7 is not applicable), guarantee of the booking is based on the credit card details provided by the Guest or the person responsible for the booking. The Accommodation, Car Hire, Cruise, Tour provider shall at all times accept all major credit cards (including MasterCard, Visa, Discover and American Express) for guarantee of a booking. The Accommodation, Car Hire, Cruise, Tour provider is responsible for the verification of the validity of these credit card details, the (pre-) authorization of the credit card and the limit of credit on the date of the overnight stay(s) booked. The Accommodation, Car Hire, Cruise, Tour provider shall, upon receipt of a booking, promptly verify and preauthorize the credit card if applicable. If the credit card offers no guarantee, the Accommodation, Car Hire, Cruise, Tour provider will immediately notify Eeuqissalctravel.com, which subsequently invites the Guest to guarantee the booking in an alternative manner. If the Guest is unable or unwilling to do this, Eeuqissalctravel.com may cancel the booking upon request of the Accommodation, Car Hire, Cruise, Tour provider. If the credit card (or any alternative guarantee made by the Guest) is not effective or valid for any reason, this shall always be at the risk and for the account of the Accommodation, Car Hire, Cruise, Tour provider. Bookings which are canceled by Eeuqissalctravel.com pursuant to this Clause 2.7.1 will not attract any Commission. 2.7.2 If the Accommodation wants to take payment from the credit card before the date of check-in, it must ensure that the upfront payment conditions (including the (special) rate restrictions, terms and conditions for or connected with such prepayment) are clearly explained to Guests in the information made available to the Guest prior to making a reservation and included in the Accommodation, Car Hire, Cruise, Tour provider Information. 2.7.3 The Accommodation, Car Hire, Cruise, Tour provider shall be responsible for charging the Guest for the consumed stay, no-show fee or charged cancellation (including applicable Taxes for which the Accommodation, Car Hire, Cruise, Tour provider shall be liable and remit to the relevant tax authorities). Credit cards shall be charged in the same currency as set out in the reservation of a Guest. To the extent that this is not possible, the Accommodation, Car Hire, Cruise, Tour provider may charge the credit card of the Guest in a different currency with a reasonable and fair exchange rate. 2.7.4 In the event of offering rooms, cars, cruise, tours for cash payment only, no credit card details will be made available by Eeuqissalctravel.com to the Accommodation, Car Hire, Cruise, Tour provider as guarantee for the booking. 2.8 Securitization of Credit Card Data 2.8.1 The Accommodation, Car Hire, Cruise, Tour provider is required to comply, and to have its service providers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry ("PCI") Data Security Standard as promulgated from time to time by the major credit card companies. 2.8.2 The Accommodation, Car Hire, Cruise, Tour provider acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement and Eeuqissalctravel.com acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement. 2.9 Direct marketing to Guests The Accommodation, Car Hire, Cruise, Tour provider agrees not to specifically target Guests that have been obtained via Eeuqissalctravel.com in either online or offline marketing promotions or solicited or unsolicited mail. 2.10 Extranet Eeuqissalctravel.com will provide the Accommodation, Car Hire, Cruise, Tour provider with a user ID and password which allows the Accommodation, Car Hire, Cruise, Tour provider to access the Extranet. The Accommodation, Car Hire, Cruise, Tour provider shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Extranet. The Accommodation, Car Hire, Cruise, Tour provider shall immediately notify Eeuqissalc.com of any (suspected) security breach or improper use. 2.11 Force Majeure Event In the event of a Force Majeure Event, the Accommodation, Car Hire, Cruise, Tour provider shall not charge (and shall repay (if applicable)) the Guests affected by the Force Majeure Event any fee, costs, expenses or other amount (including the (non-refundable) rate or the no-show, (change of) reservation or cancellation fee) for (I) any cancellation or change of the reservation made by the Guests, or (ii) that part of the reservation that was not consumed, due to the Force Majeure Event. In the event of reasonable and justified doubt, the Accommodation, Car Hire, Cruise, Tour provider may ask a Guest to provide reasonable evidence of the causality between the Force Majeure Event and cancellation, no-show or change of reservation (and provide Eeuqissalctravel.com upon request with a copy of such evidence). For Eeuqissalctravel.com to register any cancellation, no-show or amendment of the reservation due to a Force Majeure Event, the Accommodation, Car Hire, Cruise, Tour provider shall inform Eeuqissalctravel.com within 2 business days after (a) the scheduled check-out date of the no-show or cancellation, or (b) check-out, the number of days actually stayed. Eeuqissalctravel.com will not charge any commission in the event of a registered no-show or cancellation or over that part of the booking which is not consumed due to the Force Majeure Event. 3. LICENSE 3.1 The Accommodation, Car Hire, Cruise, Tour provider hereby grants Eeuqissalctravel.com a non-exclusive, royalty-free and worldwide right and license (or sublicense as applicable): (a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the Accommodation/car hire/cruise/tour as provided to Eeuqissalctravel.com by the supplier pursuant to this Agreement and which are necessary for Eeuqissalctravel.com to exercise its rights and perform its obligations under this Agreement; (b) to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the Accommodation, Car Hire, Cruise, Tour provider Information. 3.2 Eeuqissalctravel.com may sublicense, make available, disclose and offer the Accommodation, Car Hire, Cruise, Tour provider Information (including the relevant Intellectual Property Rights) of the Accommodation, Car Hire, Cruise, Tour provider and special offers made available by the Accommodation, Car Hire, Cruise, Tour provider on the Platforms and all such further rights and licenses set out in this Agreement via or in collaboration with (the websites, apps, platform, tools or other devices of) affiliated companies and/or third parties (the "Third Party Platforms"). 3.3 In no event shall Eeuqissalctravel.com be liable to the Accommodation, Car Hire, Cruise, Tour provider for any acts or omissions on the part of any Third-Party Platforms. The sole remedy for the Accommodation, Car Hire, Cruise, Tour provider with respect to such Third-Party Platforms is (i) to request Eeuqissalctravel.com (which has the right and not the obligation) to disable and disconnect with such Third Party Platform, or (ii) termination of this Agreement, all in accordance with the terms of this Agreement. 4. RANKING, GUEST REVIEWS, MARKETING AND FACILITATED PAYMENT (AGENCY) MODEL 4.1 Ranking 4.1.1 The order in which the Accommodation, Car Hire, Cruise, Tour provider is listed on the Platforms (the "Ranking") is determined automatically and unilaterally by Eeuqissalctravel.com. Ranking is based on and influenced by various factors, including but not limited to the commission percentage (to be) paid by the Accommodation, Car Hire, Cruise, Tour provider, the minimum availability stated by the Accommodation, Car Hire, Cruise, Tour provider, the number of bookings related to the number of visits to the relevant Accommodation, Car Hire, Cruise, Tour provider page on the Platform (the "Conversion"), the volume realized by the Accommodation, Car Hire, Cruise, Tour provider, the ratio of cancellations, the guest review scores, the customer service history, the number and type of complaints from Guests and the on-time payment record of the Accommodation, Car Hire, Cruise, Tour provider. 4.1.2 The Accommodation, Car Hire, Cruise, Tour provider can influence its own rank by changing the commission percentage and availability for certain periods, and continuously improving the other factors. The Accommodation, Car Hire, Cruise, Tour provider shall not make any claim against Eeuqissalctravel.com regarding the Ranking of Accommodation, Car Hire, Cruise, Tour provider; the Ranking system is automated. 4.2 Guest reviews 4.2.1 Guests who have used the Accommodation, Car Hire, Cruise, Tour services will be asked by Eeuqissalctravel.com to comment on their experience and to provide a score for certain aspects of their stay or any other services provided to Guest. 4.2.2 Eeuqissalctravel.com reserves the right to post these comments and scores on the Platforms. The Accommodation, Car Hire, Cruise, Tour provider acknowledges the fact that Eeuqissalctravel.com is a distributor (without any obligation to verify) and not a publisher of these comments. 4.2.3 Eeuqissalctravel.com undertakes to use its best efforts to monitor and review Guest reviews with respect to obscenities or the mention of an individual’s name. Eeuqissalctravel.com reserves the right to refuse, edit or remove unfavorable reviews if such reviews include obscenities or mention an individual’s name. 4.2.4 Eeuqissalctravel.com.com will not enter any discussion, negotiation or correspondence with the Accommodation, Car Hire, Cruise, Tour provider with respect to (the content of, or consequences of the publication or distribution of) the Guest reviews. 4.2.5 Eeuqissalctravel.com shall not have and disclaims any liability and responsibility for the content and consequences of (the publication or distribution of) any comments or reviews howsoever or whatsoever. 4.2.6 The guest reviews are for exclusive use by Eeuqissalctravel.com and can be made available on such Platforms as from time to time made available by Eeuqissalctravel.com. Eeuqissalctravel.com exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) the guest reviews and the Accommodation, Car Hire, Cruise, Tour provider is not entitled to (directly or indirectly) publish, market, promote, copy, scrape, (hyper-/deep) link to, integrate, obtain, utilize, combine, share or otherwise use the guest reviews without prior written approval of Eeuqissalctravel.com. 4.3 (Online) marketing and PPC advertising 4.3.1 Eeuqissalctravel.com is entitled to promote the Accommodation, Car Hire, Cruise, Tour provider using the name(s) in online marketing, including email marketing and/or pay-per-click (PPC) advertising. Eeuqissalctravel.com does online marketing campaigns at its own costs and discretion. 4.3.2 The Accommodation, Car Hire, Cruise, Tour provider is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Eeuqissalctravel.com agrees that if the Accommodation, Car Hire, Cruise, Tour provider becomes aware of behavior by Third Party Platforms that breaches the Accommodation, Car Hire, Cruise, Tour provider Intellectual Property Rights, then the Accommodation, Car Hire, Cruise, Tour provider will notify Eeuqissalctravel.com in writing with details of the conduct and Eeuqissalctravel.com will use its commercially reasonable endeavors to ensure that the relevant third party takes steps to remedy the breach. 4.3.3 The Accommodation, Car Hire, Cruise, Tour provider agrees not to use, display, benefit from, include, utilize, refer to or specifically target the Eeuqissalctravel.com brand/logo (including trade name, trade mark, service mark or other similar indicia of identity or source) whether directly through keyword purchases that use Eeuqissalctravel.com’s Intellectual Property Rights, for price comparison purposes or any other purposes (whether on the Accommodation, Car Hire, Cruise, Tour provider platform or any third party platform, system or engine or otherwise), unless approved in writing by Eeuqissalctravel.com. 4.4 Facilitated Payment 4.4.1 The Accommodation, Car Hire, Cruise, Tour provider agrees and acknowledges that Eeuqissalctravel.com may (at all times as agent) – from time to time and in certain jurisdictions and for certain properties – facilitate certain payment methods for (pre-/down) payment of Prices (as defined below) by Guests to the Accommodation, Car Hire, Cruise, Tour provider pursuant to which (as available) bank transfer, credit card payments or other forms of online payment can be made and processed for and on behalf of the Accommodation, Car Hire, Cruise, Tour provider (by means of full and final settlement of payment) (the "Facilitated Payment"). Eeuqissalctravel.com may from time to time engage a third party to facilitate and process the payment (the "Payment Processor"). The Facilitated Payment service is offered free of charge. 4.4.2 The supplier agrees and acknowledges that for each reservation, the relevant total amount of the reservation (including all applicable Taxes, fees, extras and add-ons made or included during the reservation process in accordance with the applicable payment policy of the supplier for the relevant reservation and disclosed on the Platform. 4.4.3 The supplier agrees and acknowledges that Eeuqissalctravel.com may from time to time use and utilize the Facilitated Payment (including other (online) payment methods such as virtual credit cards) for (I) (pre-/down) payment of the services by the Guest to the supplier through the Payment Processor in final settlement of such payment, and (ii) settlement and payment of (a) for COAs: the due and outstanding Commission by offsetting the due and outstanding Commissions for reservations that have been paid in accordance with Clause 4.4, and (b) such other amounts due by the supplier to Eeuqissalctravel.com with the total amount of all the product Prices processed at any time through the Payment Processor. Insofar there are insufficient funds to settle and pay all amounts due to Eeuqissalctravel.com, Eeuqissalctravel.com shall be entitled to collect the relevant deficit by means of Direct Debit (if available), offset with the Deposit (if applicable) or the supplier shall upon first request of Eeuqissalctravel.com pay the relevant deficit to such bank account as from time to time identified by Eeuqissalctravel.com. 4.4.4 The supplier agrees and acknowledges that it is – at all times – responsible for the collection, remittance, withholding and payment to the relevant (tax) authorities (as applicable) of the relevant Taxes, surge charges, extras and fees over the services Price (including the relevant Taxes, (sur) charges, extras, amounts and fees not included in the service Price) and remittance, withholding and payment (as applicable) of the Taxes over the Commission, to the relevant tax authorities. Unless Eeuqissalctravel.com has indicated that certain Taxes, fees, charges, add-ons (e.g. breakfast) or other amounts are not included in the service Price (the "Excluded Elements"), the supplier shall not further charge, request payment of or collect any amount from the Guest that has not already been included in the service Price (except for the Excluded Elements (if applicable). 4.4.5 In order to transfer the relevant amount collected (after deduction of and offsetting (if applicable) with the due and outstanding Commissions, fees, costs and expenses and such other amounts due to Eeuqissalctravel.com) (the "Net Amount"), the supplier shall provide Eeuqissalctravel.com with the relevant bank details to which the relevant amount shall be paid, or be provided with a virtual credit card (the "Virtual Card") to collect the relevant funds. The Virtual Card may be authorized or charged as of the date of reservation. For payment via bank transfer: Eeuqissalctravel.com shall transfer the Net Amount to the supplier within 14 days after the end of the month in which the Guest checks out/returns etc. The supplier acknowledges that the first payment shall only be made upon materialization of the first reservation(s). Payment of the service Price may always without notice be suspended in the event of (alleged or suspected) (credit card) fraud or breach of contract. The supplier accepts and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies and other intermediaries (for the collection, processing and payment of the relevant funds), there may be differences between the service Price (as uploaded by the supplier in the system), the collected amount and the amount paid to the supplier. The supplier shall bear the currency exchange risk and the costs and fees as charged by its banks for the receipt and conversion of the service Price where applicable. The funds held by the Payment Processor or any other party for and on behalf of the supplier will not bear any interest. The relevant funds on the Virtual Card shall be available for collection by the supplier for a period of 6 months after the date of check-out/return etc. 4.4.6 In the event of (alleged) fraudulent activities by the supplier or if Eeuqissalctravel.com is required by law, court order, (semi-) governmental instruction or orders, arbitrational decision (or similar ruling), subpoena or cancellation policy to make a refund, of all or part of the service Price (or insofar otherwise reasonable and fair), Eeuqissalctravel.com reserves the right to claim from the supplier repayment of such amount (re)paid to Guest, but received by the supplier (which payment shall be made within 14 days of a request by Eeuqissalctravel.com). 4.4.7 Insofar the supplier agrees to a refund of a fully or partially paid non-refundable service Price (or part thereof), Eeuqissalctravel.com shall be entitled to settle on behalf of the supplier the relevant amount paid to the Guest with other amounts collected by the Payment Processor or – if requested by the supplier and approved by Eeuqissalctravel.com – the relevant amount shall be paid and transferred to Eeuqissalctravel.com within 14 days upon approval by Eeuqissalctravel.com and Eeuqissalctravel.com shall transfer the relevant amount to the Guest as soon as possible from an organizational and technical point of view as of the moment that the entitlement comes into existence legally and not charge the supplier any commission for such refund. 4.4.8 In the event of a no-show or cancellation, Eeuqissalctravel.com shall be entitled to charge commission over the relevant amount of the service price collected and transferred to the supplier. In the event of an overbooking, the Commission shall be calculated in accordance with Clause 2.3.2. 4.4.9 The supplier shall only issue an invoice to the Guest (and provide such Guest upon his/her first request with an invoice) for the full amount of the reservation (including or plus (as required by applicable laws) all applicable Taxes, surcharges and fees). The supplier shall not invoice (or send an invoice to) Eeuqissalctravel.com for the reservation or stay. Nothing in this Agreement shall constitute or imply that Eeuqissalctravel.com acts or operates as a merchant of record. 5. REPRESENTATIONS AND WARRANTIES 5.1 The supplier represents and warrants to Eeuqissalctravel.com that for the term of this Agreement: (i) The supplier has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have Eeuqissalctravel.com make available on the Platforms (a) the relevant supplier, and (b) the Intellectual Property Rights with respect to, as set out or referred to in the suppliers Information made available on the Platforms; (ii) the supplier holds and complies with all permits, licenses and other governmental authorizations and requirements necessary for conducting, carrying out and continuing its operations and business and making the service available on the Platforms for reservation (including for short term service); (iii) the price for the service advertised on the Platforms correspond to the best available price for an equivalent service with the supplier and a better price cannot be obtained by a Guest making a reservation with the supplier directly or via another (third) party or via another medium or channel; and (iv) the supplier and its directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected to, part of, involved in or related to or under the control, management or ownership of: (a) terrorists or terrorist organizations; (b) parties/persons (I) listed as (special) designated nationals/entities or blocked person/entities, or (ii) otherwise subject to any applicable trade embargo, or financial, economic and trade sanctions; and (c) parties/persons guilty of money laundering, bribery, fraud or corruption. The supplier shall immediately notify Eeuqissalctravel.com in the event of a breach of this Clause 5.1 paragraph (iv). 5.2 Each Party represents and warrants to the other Party that for the term of this Agreement: (I) it has the full corporate power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all corporate action required by it to authorize the execution and performance of this Agreement; (iii) this Agreement constitutes legally valid and binding obligations of that Party in accordance with its terms; and (iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipality under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party. 5.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims all implied warranties, including all implied warranties of merchantability or fitness for a purpose regarding such subject matter. 5.4 Eeuqissalctravel.com disclaims and excludes all liability with respect to the supplier which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet. Eeuqissalctravel.com provides (and the supplier accepts) the Service, the Platform and the Extranet on an "as is" and "as available" basis. 6. INDEMNIFICATION AND LIABILITY 6.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (or its directors, officers, employees, agents, affiliated companies and subcontractors) (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to: (i) a breach of this Agreement by the Indemnifying Party, or (ii) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party. 6.2 The suppliers shall fully indemnify, compensate and hold Eeuqissalctravel.com (or its directors, officers, employees, agents, affiliated companies and subcontractors) harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by Eeuqissalctravel.com (or its directors, officers, agents, affiliated companies and subcontractors) in connection with: (i) all claims made by Guests concerning inaccurate, erroneous or misleading information of the supplier on the Platforms; (ii) all claims made by Guests concerning or related to service provided by supplier, overbooking or (partially) canceled or wrong reservations or repayment, refund or charge-back of the service Price; (iii) to the extent that any claims under or pursuant to the Best Price Guarantee are not settled between the Guest and the supplier upon check-out/return etc. of the Guest (by payment of the lower rate), all claims made by Guests regarding or pursuant to the Best Price Guarantee; (iv) all other claims from Guests which are fully or partially attributable to or for the risk and account of the supplier (including its directors, employees, agents, representatives and the premises of the supplier) (including claims related to (lack of) services provided or product offered by the supplier) or which arise due to tort, fraud, willful misconduct, negligence or breach of contract (including the Guest Reservation) by or attributable to the supplier (including its directors, employees, agents, representatives and the premises of the supplier) with respect to a Guest or its property; and (v) all claims against Eeuqissalctravel.com in relation to or because of the failure of the supplier to (a) properly register with relevant tax authorities, or (b) pay, collect, remit or withhold any applicable Taxes, fees and (sur)charges levied or based on the services or other charges hereunder in the relevant jurisdiction (including service price and commission payments). 6.3 Except as otherwise provided for in this Agreement, the maximum liability of one Party to any other party in aggregate for all claims made against such party under or in connection with this Agreement in a year shall not exceed the aggregate commission received or paid by such Party in the preceding year or USD 50,000 (whichever is higher), unless in the event of tort, fraud, willful misconduct, gross negligence, deliberate non-disclosure or deliberate deception on the part of the liable Party (i.e. the Indemnifying Party), in which event the limitation of liability is not applicable for such liable party. Parties agree and acknowledge that none of the limitations of liability set out in Clause 6 shall apply to any of the indemnifications with respect to third party claims (e.g. claims from Guests as described in 6.2) or third-party liabilities. 6.4 In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned). 6.5 In no event shall any Party be liable to any other Party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed. 6.6 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance. 7. TERM, TERMINATION AND SUSPENSION 7.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period. Each Party may terminate this Agreement at any time and for any reason, by written notice to the other Party with due observance of a notice period of 14 days. 7.2 Each Party may terminate this Agreement (and close the service on the Platforms) or suspend this Agreement with respect to the other Party, with immediate effect and without a notice of default being required in case of: (a) a material breach by the other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of rate parity guarantee, the provision of wrong information or receipt of a significant number of Guest complaints); or (b) (filing or submission of request for) bankruptcy or suspension of payment (or similar action or event) with respect to the other Party. 7.3 Any notice or communication by Eeuqissalctravel.com of "closure" ("close", "closed") of the supplier on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the supplier shall honor outstanding reservations for Guests and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement. 7.4 The following events shall in any event be regarded as a material breach and entitle Eeuqissalctravel.com to immediately terminate (close) or suspend the Agreement (without a notice of default): (i) the supplier fails to pay Commissions on or before the due date; where applicable (ii) the supplier posts incorrect or misleading service Information on the Extranet; (iii) the supplier fails to maintain Information on the Extranet resulting in overbookings; (iv) the supplier fails to accept a reservation at the price shown on a reservation; (v) the supplier overcharges one or more guests; (vi) the supplier charges a guest’s credit card prior to arrival of the guest without an express agreement from the guest (a guest provides express agreement if they select a non-refundable or an advance purchase service type); (vii) Eeuqissalctravel.com receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the supplier; (viii) misuse of the Guest review process by any behavior that results in a review appearing on the Platforms that is not an honest expression of a real experience by a real guest. (ix) inappropriate, unlawful or unprofessional behavior toward guests or Eeuqissalctravel.com staff; or (x) any (alleged) safety, privacy or health issues or problems with respect to the service/Accommodation or its facilities (the supplier shall at its own costs and upon first request from Eeuqissalctravel.com.com deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation). 7.5 Upon termination and except as set out otherwise, this Agreement shall absolutely and entirely terminate with respect to the terminating Party and cease to have effect without prejudice to the other Party’s rights and remedies with respect to an indemnification or a breach by the other (terminating) Party of this Agreement. Clause 2.4, 6, 8, 9 and 10 shall survive termination. 8. BOOKS AND RECORDS 8.1 The systems, books and records of Eeuqissalctravel.com (including Extranet, the Online Reservation Statement, faxes and/or emails) shall be considered conclusive evidence of the existence and receipt by the supplier of the reservations made by the Guest and the amount of the commission of the supplier or damages or costs due to classiqutravel.com under this Agreement, unless the supplier can provide reasonable and credible counter-evidence. 8.2 The supplier shall upon first request from Eeuqissalctravel.com fully cooperate and assist Eeuqissalctravel.com with (and disclose all reasonably requested information with respect to) the identification of the (ultimate) owner, manager and/or controller of the Accommodation/Service provided. 9. CONFIDENTIALITY 9.1 Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information from the other party (the "Confidential Information"). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and other such non-public information either that a disclosing party designates as being private or confidential or which a receiving party should reasonably know should be treated as private and confidential. 9.2 Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request from the other Party. 9.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (I) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including any technical, operational, performance and financial data (but excluding any Customer Data)) in confidence to an affiliated (group) company. 9.4 Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Each Party agrees to comply with all applicable (data and privacy) laws, rules and regulations of the jurisdiction where such Party is incorporated (including (if applicable) Directives 95/46/EC and 2002/58/EC (as amended) on the processing of personal data and the protection of privacy). 10. MISCELLANEOUS 10.1 Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that Eeuqissalctravel.com may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to an affiliated company without the prior written consent of the supplier. Any assignment or transfer by the supplier shall not relieve the assignor of its obligations under the Agreement. 10.2 All notices and communications must be in English, in writing, and sent by facsimile, email or nationally recognized overnight air courier to the applicable facsimile number or address set out in the Agreement. 10.3 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non-) binding) offers, undertakings or statements regarding such subject matter (including vis-à-vis the supplier). 10.4 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. 10.5 Except as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the USA. Except as set out otherwise in this Agreement, any disputes arising out of or in connection with this Agreement shall exclusively be submitted to and dealt with by the court in the USA. 10.6 Parties agree and acknowledge that notwithstanding this Clause 10.5, nothing in this Agreement shall prevent or limit Eeuqissalctravel.com in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the supplier is established or registered under the laws of the relevant jurisdiction where the supplier is established or registered and for this purpose, the supplier waives its right to claim any other jurisdiction or applicable law to which it might have a right. 10.7 The original (British) English version of these Terms may have been translated into other languages. The translated version of the (British) English Terms is a courtesy and office translation only and the supplier cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version shall prevail, apply and be binding and conclusive. The English version shall be used in legal proceedings. The English version is available on the following website https://admin.Eeuqissalctravel.com/ and shall be sent to you upon written request. 10.8 With respect to (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the supplier (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party('s official, representative or candidate)), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). 10.9 The Agreement may be entered online or by way of executing a separate counterpart or by PDF or fax copy, each of which (copies) shall be deemed an original, valid and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the supplier by Eeuqissalctravel.com. By registering and signing up to the Eeuqissalctravel.com partner program as supplier partner, the supplier agrees, acknowledges and accepts the terms and conditions of this Agreement. The Agreement does not need any chop or seal to make it valid, binding and enforceable. 10.10 Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing and anti-tax evasion laws and legislation, Eeuqissalctravel.com is restricted from making the Service available to and accepting payments from or making, processing or facilitating payments to a bank account (the "Bank Account") that is not related to the jurisdiction where the supplier is located and (but in any event) insofar any of the following warranties is untrue. The supplier hereby represents and warrants that (notwithstanding the jurisdiction of the Bank Account): (I) it holds and complies with all permits, licenses and other governmental licenses, permits and authorizations necessary for conducting, carrying out and continuing its operations and business (including holding and using of the Bank Account); (ii) it is the holder of the Bank Account; (iii) the payment and transfer to/from the Bank Account is at arm's length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation; and (iv) the Bank Account is not (directly or indirectly) used for money laundering, terrorists financing, tax evasion, tax avoidance or other illegal activities. The supplier hereby agrees to fully compensate and indemnify Eeuqissalctravel.com LLC for all damages, losses, claims, penalties, fines, costs and expenses suffered, paid or incurred by Eeuqissalctravel.com LLC(or any of its affiliated group companies (including any of its/their directors, officers, employees, agents or representatives)) for any (threatening or alleged) claim (including penalty) from any government, authority, organization, company, party or person that the payment to, through or from the Bank Account is illegal or a violation of any applicable (anti-corruption/anti-money laundering/anti-tax evasion/anti-terrorists financing) laws, regulations, codes or legislation. © Copyright 2018 Eeuqissalctravel.com "Customer Service" means the customer service desk of Eeuqissalctravel.com which can be reached at customer.service@Eeuqissalctravel.com or such other address as set out in this Agreement. "Direct Debit" means the instruction given by the supplier to its bank such that Eeuqissalctravel.com is authorized to collect the relevant amount under this Agreement directly from the bank account of the supplier. "Extranet" means the online system which can be accessed by the supplier (after identification of the username and the password) through the website www.eeuqissalctravel.com for uploading, changes, verifying, updates and/or amendments of the supplier Information (including rates, availability,) and reservations. "Force Majeure Event" means any of the following events affecting multiple Guests and multiple suppliers properties: acts of God, volcanic eruptions, (natural) disasters, fire, (acts of) war, hostilities or any local or national emergency, invasions, compliance with any order or request of any national, provincial, port or other public authority, government regulations or interventions, military actions, civil war or terrorism, (biological, chemical or nuclear) explosions, rebellions, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events), curtailment of transportation facilities, closing of airports or any other exceptional and catastrophic event, circumstance or emergency which makes it impossible or illegal for Guests to travel to or stay at, or prevents Guests from traveling to or staying at, the Accommodation. "Guest" means a visitor to the Platforms or a customer or guest of the Accommodation/service etc. "Intellectual Property Right" means any patent, copyright, invention, database right, design right, registered design, trade mark, trade name, brand, logo, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world. "Platforms" means the website(s), apps, tools, platforms and/or other devices of Eeuqissalctravel.com and its affiliated companies and business partners on or through which the Service is (made) available. "Service" means the online reservation system of Eeuqissalctravel.com through which suppliers can make their travel products available for reservation, and through which Guests can make reservations properties and the Facilitated Payment. “Supplier” means a person or organization that provides travel related products/services on Eeuqissalctravel.com booking platform. 2. SUPPLIER OBLIGATIONS 2.1 Supplier Information 2.1.1 Information provided by the supplier for inclusion on the Platforms shall include information relating to the supplier (including pictures, photos and descriptions), its amenities and services and the travel products available for reservation, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the "Supplier Information") and shall comply with formats and standards provided by Eeuqissalctravel.com. The supplier Information shall not contain any telephone or fax numbers or email (including Skype) address or social media website/app/platform (including Twitter and Facebook), with direct references to the supplier or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. Eeuqissalctravel.com reserves the right to edit or exclude any information upon becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement. 2.1.2 The supplier represents and covenants that the supplier Information shall always be true, accurate and not misleading. The supplier is always responsible for a correct and up-to-date statement of the service offered Information, including additional availability of travel products for certain periods or any extraordinary (material adverse) events or situations (e.g. Availability, renovation or construction at or near the facility). The supplier shall update Information daily (or such more frequent basis as may be required) and may – at any time – change via the Extranet (I) the rate of its available products bookable. 2.1.3 The information provided by the supplier for the Platforms shall remain the exclusive property of the supplier. Information provided by the supplier may be edited or modified by Eeuqissalctravel.com and subsequently be translated into other languages, whereas the translations remain the exclusive property of Eeuqissalctravel.com the edited and translated content shall be for exclusive use by Eeuqissalctravel.com on the Platforms and shall not be used (in any way or form) by the supplier for any other distribution or sales channel or purposes. Changes or updates to the supplier’s descriptive information are not allowed unless prior written approval has been obtained from Eeuqissalctravel.com. 2.1.4 Unless Eeuqissalctravel.com agrees otherwise, all changes, updates and/or amendments to the supplier Information (including rates, availability, rooms) shall be made by the supplier directly and online through the Extranet or such other ways as Eeuqissalctravel.com may reasonably indicate. Updates and changes with respect to pictures, photos and descriptions will be processed as quickly as reasonably possible by Eeuqissalctravel.com. 2.2 Parity and restrictions 2.2.1 The supplier shall give Eeuqissalctravel.com rate and availability parity ("Parity"). Rate Parity means the same or better rates for the same accommodations, same room type, same dates, same bed type, same number of guests, same or better amenities and add-ons (e.g. free breakfast, Wi-Fi, early/late check-out), same or better restrictions and policies, such as reservation changes and cancellation policy, as are available through the supplier websites, apps or call centers (including the customer reservation system), or directly at the supplier, with any competitor of Eeuqissalctravel.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the supplier. Rate parity does not apply with respect to rates intended for a closed user group ("closed user group" means a group with defined limitations where membership is not automatic and where: (i) consumers actively opt in to become a member; (ii) any online or mobile interface used by closed user group members is password protected; (iii) closed user group members have completed a customer profile; and (iv) the consumer to which the rate is offered or made available has already made at least one prior booking as a member of the closed user group) provided that such rates are not (directly or indirectly) publicly (made) available. If a closed user group rate is (directly or indirectly) publicly (made) available (by the supplier, a (direct/indirect) competitor of booking.com or on any third party (platform) (including any (meta) search engine or price comparison website)), Eeuqissalctravel.com is entitled to rate parity for such rate. Availability Parity means that the supplier shall provide Eeuqissalctravel.com with such availability (i.e. service available for booking at the Platform) that are at least as favorable as those provided to any competitor of Eeuqissalctravel.com (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the supplier. 2.2.2 The restrictions and conditions (including the service price) for service made available for reservation on the Eeuqissalctravel.com Platform shall always be in accordance with Clause 2.2.1 and make sense for all parties involved (including consumers). 2.2.3 Eeuqissalctravel.com shall be entitled to give a discount on the service price – at its own costs up to the level of the Commission – to its closed user group members or any other Guest. 2.2.4 In the spirit of this Agreement and subject at all times to the availability parity set out in Clause 2.2.1, the supplier is encouraged to provide Eeuqissalctravel.com.com with fair access to all room types (including various policies and restrictions) and rates available during the term of the Agreement (during periods of low and high demand (including during conventions, congresses and special events)). 2.3 Commission 2.3.1 For each reservation made on the Platforms by a Guest for any travel service, the supplier shall pay Eeuqissalctravel.com a commission (the "Commission") calculated in accordance with Clause 2.3.2. Payment shall be made in accordance with Clause 2.4. 2.3.2 The aggregate Commission per reservation is equal to the multiple of (i) the number of nights stayed at the Accommodation by the Guest; (ii) the booked rate per room per night etc and such other extras, fees and surcharges which are included in the offered rate at the time of booking of the service by a Guest on the Platforms (such as breakfast, meals (half-board or full-board), bicycle rental, late check-out/early check-in fees, extra person charges, resort fees, roll-away beds, theater tickets, service fees, etc.); (iii) the number of rooms booked by the Guest; and (iv) the relevant Commission percentage set out in the Agreement. For the avoidance of doubt, in the event of payment of the service price by the Guest to the supplier in accordance with Clause 4.4 (Facilitated Payment), Eeuqissalctravel.com shall calculate the Commission in the event of no-show or cancellation in accordance with Clause 4.4.8; in all other events Commission will be charged in the event of overbooking or a no-show (unless the supplier has notified Eeuqissalctravel.com of the relevant no-show within 2 business days after the Guest’s scheduled check-out / return date) or a charged cancellation (cancellation in violation of the free cancellation policy of the supplier) and shall be calculated in accordance with the confirmed booking. 2.3.3 The supplier is responsible for informing Eeuqissalctravel.com.com about applicable taxes, fees, charges and levies (and any changes thereof) which will be charged to the Guest by the supplier upon reservation for prepaid or upon check-out for postpaid reservations. Unless agreed otherwise in the Agreement or required otherwise by applicable law, the rate shown to Guests on the Platforms shall be exclusive of sales tax, charges and all other such (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies. 2.3.4 In the event that pursuant to (amendment or entering into force of) the applicable law, rules and legislation applicable to the supplier, the rates must be shown to Guests inclusive of sales tax and all other such (national, governmental, provincial, state, municipal or local) taxes, fees or levies, the supplier shall adjust the rates through the Extranet in accordance with the terms of Clause 2.1.2 and 2.1.4 as soon as possible, but in any event within 5 business days after (i) amendment or entering into force of the relevant law, rules and legislation in this respect applicable to such supplier; or (ii) notification thereof by Eeuqissalctravel.com. 2.3.5 The Extranet shows details of all reservations made at the supplier through the Platforms and the corresponding Commission. On the 1st day of each month, an online reservation statement (the "Online Reservation Statement") is available on the Extranet showing the reservations of all Guests whose date of departure fell in the previous month. 2.4 Payment Commission 2.4.1 Commission for bookings in a calendar month that contains the (scheduled) departure date of the Guest in such month will be invoiced (except for free cancellations made through Eeuqissalctravel.com and in accordance with the cancellation policy of the Accommodation) and paid in the subsequent month in accordance with the following terms: (a) Invoices are processed monthly and shall be sent to the supplier by mail or email. (b) The Commission invoiced with respect to a month shall be paid by the supplier within 14 days of the invoice date. (c) Payment shall be made by the supplier directly to Eeuqissalctravel.com by means of Direct Debit, or in case this is not available in the banking system of the bank from which the payment is made, by wire transfer (to such bank account as identified by Eeuqissalctravel.com), check or credit card. Eeuqissalctravel.com may from time to time settle (the relevant part) of the invoice in accordance with Clause 4.4 for reservations for which the payment has been made in accordance with Clause 4.4. For the avoidance of doubt, other means of payment (such as through "payment agencies") cannot be processed by Eeuqissalctravel.com and therefore will not be accepted. The supplier shall bear all costs as charged by the banks for the transfer of the funds. (d) All Commission payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or because of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the supplier is compelled to make any such deduction or withholding, it will pay to Eeuqissalctravel.com.com such additional amounts as are necessary to ensure receipt by Eeuqissalctravel.com of the full (net) amount as set out in the invoice which Eeuqissalctravel.com would have received but for the deduction. The supplier is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the supplier to classiqetravel.com. (e) The commission invoiced with respect to a month shall be paid by the supplier in the relevant currency (and if applicable at the exchange rate) as specified in the invoice. Eeuqissalctravel.com may at its sole discretion prepare invoices either in a major currency (e.g. EUR, Sterling, USD) or the relevant local currency of the supplier and subsequently convert the relevant final amount into the local currency or a major currency on the basis of the exchange rate of the last day of the relevant month for which the invoice is issued (and not on the day of check-out). The exchange rate used shall be the interbank rate (closing rate as of 4PM EST) as used or promulgated by major international financial banks or service companies from time to time selected by Eeuqissalctravel.com. 2.4.2 The supplier is responsible for withholding and reporting relevant taxes (i.e. mentioned above in 2.4.1 under d) applicable to the Commission due to Eeuqissalctravel.com according to the relevant tax regulations and the practices and requests of the tax authorities. The supplier shall bear and be responsible for the payment and remittance of the taxes applicable to the Commission (payments) and the associated late payment interests and penalties imposed by the tax authority for failing to withhold and report any taxes applicable to the Commission. If required, the supplier shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the Commission (payments). The supplier shall upon first request from Eeuqissalctravel.com provide Eeuqissalctravel.com with (scanned/photo-) copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission. The supplier represents and covenants that it is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a cruise line, Tour Company, Car Rental Agency, hotel or other accommodation provider. 2.4.3 In the event of a dispute between Eeuqissalctravel.com and the supplier (e.g. over the amount of the Commission), any undisputed amount of the Commission will be paid in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute. 2.4.4 In the case of late payment, Eeuqissalctravel.com reserves the right to claim statutory interest, to suspend its service under the Agreement (e.g. by suspending the supplier from the Platforms), and/or to ask for a bank guarantee or other form of financial security from the supplier. 2.4.5 The supplier shall, upon first request from Eeuqissalctravel.com, pay a deposit whose amount shall at a minimum be equal to the sum of the 3 highest invoices of operations with Eeuqissalctravel.com or such other amount as determined by Eeuqissalctravel.com at its discretion (the "Deposit"). The Deposit will be held by Eeuqissalctravel.com as a security for performance of the (payment) obligations of the supplier under the Agreement. Upon termination of this Agreement, the Deposit, or any balance thereof after deducting outstanding Commission, shortfall payments and other costs due to Eeuqissalctravel.com will be repaid to the supplier within 30 days after settlement in full of the outstanding obligations and liabilities (including the payment of the outstanding Commission). Upon first request from Eeuqissalctravel.com, the supplier shall pay as further Deposit such additional amount as requested by Eeuqissalctravel.com if the outstanding Commission exceeds the Deposit or if the supplier frequently fails to pay the Commission when due. At any point during the term of the Agreement, Eeuqissalctravel.com will monitor the (payment) performance of the supplier and may decide to repay the Deposit to the supplier after review (using criteria at Eeuqissalctravel.com's discretion). The amount of the Deposit shall in no way limit or cap the liability of the supplier under this Agreement. The Deposit shall not bear any interest. 2.5 Reservation, Guest Reservation, complaints and Best Price Guarantee 2.5.1 When a reservation is made by a Guest on the Platform, the supplier shall receive a confirmation for every reservation made via Eeuqissalctravel.com, which confirmation shall include the date of arrival, the number of nights/days, the reservice type (including smoking preference (if available), the service rate, the Guest's name, address (collectively "Customer Data") and such other specific request(s) as made by the Guest. Eeuqissalctravel.com is not responsible for the correctness and completeness of the information and dates provided by Guests and Eeuqissalctravel.com is not responsible for the payment obligations of the Guests relating to their (online) reservation. For the avoidance of doubt, the supplier shall on a regular basis (but at least daily) check and verify on the Extranet (the status of) the reservations made. 2.5.2 By making a reservation through the Platforms, a direct contract (and therefore legal relationship) is created solely between the supplier and the Guest (the "Guest Reservation"). 2.5.3 The supplier is bound to accept a Guest as its contractual party, and to handle the online reservation in compliance with the suppliers Information (including rate) contained on the Platforms at the time the reservation was made and the reservation confirmation, including any supplementary information and/or wishes made known by the Guest. 2.5.4 Other than the fees, extras and (sur-) charges as set out in the confirmed booking, the supplier shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge). 2.5.5 Complaints or claims with respect to (the products or service offered, rendered or provided by) the supplier or specific requests made by Guests are to be dealt with by the supplier, without mediation by or interference of Eeuqissalctravel.com. Eeuqissalctravel.com is not responsible for and disclaims any liability with respect to such claims from Guests. Eeuqissalctravel.com may at all times and at its sole discretion (a) offer customer (support) services to a Guest; (b) act as intermediate between the supplier and a Guest; (c) provide – at the costs and expenses of the supplier provide – alternative offers of an equal or better standard in the event of an overbooking or other material irregularities or complaints with respect to the service/product; or (d) otherwise assist a Guest in its communication with or actions against the supplier. 2.5.6 In the event of a valid claim from a Guest under the Best Price Guarantee, Eeuqissalctravel.com shall promptly notify the supplier of such claim and provide the supplier with the relevant details of the claim. The supplier shall immediately adjust – to the extent applicable – the rate(s) made available at the Eeuqissalctravel.com Platform such that the lower rate is available for further booking(s). Furthermore, the supplier shall immediately adjust the rate in the reservation made by the relevant Guest in its administration. Upon check-out of the Guest, the supplier shall offer the service for the lower rate and shall either (i) settle the difference between the booked rate and the lower rate by charging the Guest for the lower rate; or (ii) refund (in cash/card) the Guest the difference between the two rates. 2.6 Overbooking and cancellation 2.6.1 The supplier shall provide the service booked and, in the event, that the supplier is not able to meet its obligations under this Agreement for any reason whatsoever, the supplier shall promptly inform Eeuqissalctravel.com via Customer Service (at the email address provided by Eeuqissalctravel.com to supplier; whereas the subject line of each email shall state "overbooking"). Unless classiqetravel.com has arranged for alternative accommodations/supplier (to be verified by the Accommodation /supplier with Eeuqissalctravel.com), the supplier will use its best endeavors to procure alternative arrangements of equal or superior quality at the expense of the supplier and if the service booked is not available upon arrival, the supplier will: (a) find suitable alternative of an equal or better standard to the supplier holding the Guest ‘s guaranteed booking; (b) provide free private transportation to the alternative supplier where applicable for the Guest and other members of the Guest’s party who are listed in the Guest’s guaranteed booking; and (c) reimburse and compensate Eeuqissalctravel.com and/or the Guest for all reasonable costs and expenses (e.g. cost of alternative accommodations/service, transportation, telephone costs) made, suffered, paid or incurred by the Guest and/or Eeuqissalctravel.com due to or caused by the overbooking. Any amount charged by Eeuqissalctravel.com in this respect shall be paid within 14 days after receipt of the invoice. 2.6.2 The suppliers are not allowed to cancel any online reservation. Unless special provisions are made in regard to guest cancellations. 2.6.3 Cancellations made by Guests before the time and date beyond which a cancellation fee applies will not attract commission. Cancellations made by Guests after the time and date beyond which a cancellation fee applies will attract commission in accordance with the terms of this Agreement. 2.7 Credit Card guarantee 2.7.1 Except for reservations paid through Facilitated Payment (in which event this Clause 2.7 is not applicable), guarantee of the booking is based on the credit card details provided by the Guest or the person responsible for the booking. The supplier shall always accept all major credit cards (including MasterCard, Visa and American Express) for guarantee of a booking. The supplier is responsible for the verification of the validity of these credit card details, the (pre-) authorization of the credit card and the limit of credit on the date of the overnight stay(s) booked. The supplier shall, upon receipt of a booking, promptly verify and preauthorize the credit card if necessary. If the credit card offers no guarantee, the supplier will immediately notify Eeuqissalctravel.com, which subsequently invites the Guest to guarantee the booking in an alternative manner. If the Guest is unable or unwilling to do this, Eeuqissalctravel.com may cancel the booking upon request of the supplier the credit card (or any alternative guarantee made by the Guest) is not effective or valid for any reason, this shall always be at the risk and for the account of the supplier. Bookings which are canceled by classiqetravel.com pursuant to this Clause 2.7.1 will not attract any Commission. 2.7.2 If the supplier wants to take payment from the credit card before the date of check-in/pick up etc., it must ensure that the upfront payment conditions (including the (special) rate restrictions, terms and conditions for or connected with such prepayment) are clearly explained to Guests in the information made available to the Guest prior to making a reservation and included in the suppliers Information. 2.7.3 The supplier shall be responsible for charging the Guest for the consumed stay, no-show fee or charged cancellation (including applicable Taxes for which the supplier shall be liable and remit to the relevant tax authorities). Credit cards shall be charged in the same currency as set out in the reservation of a Guest. To the extent that this is not possible, the supplier may charge the credit card of the Guest in a different currency with a reasonable and fair exchange rate. 2.7.4 In the event of offering service car rental, rooms etc. for cash payment only, no credit card details will be made available by Eeuqissalctravel.com to the supplier (each a "Cash Only Accommodation" or "COA") as guarantee for the booking. 2.8 Securitization of Credit Card Data 2.8.1 The supplier is required to comply, and to have its service providers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry ("PCI") Data Security Standard as promulgated from time to time by the major credit card companies. 2.8.2 The suppliers acknowledge that it is responsible for the security of cardholder data it processes within the context of this Agreement and Eeuqissalctravel.com acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement. 2.9 Direct marketing to Guests The supplier agrees not to specifically target Guests that have been obtained via Eeuqissalctravel.com in either online or offline marketing promotions or solicited or unsolicited mail. 2.10 Extranet Eeuqissalctravel.com will provide the supplier with a user ID and password which allows the supplier to access the Extranet. The supplier shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Extranet. The supplier shall immediately notify Eeuqissalctravel.com of any (suspected) security breach or improper use. 2.11 Force Majeure Event In the event of a Force Majeure Event, the supplier shall not charge (and shall repay (if applicable)) the Guests affected by the Force Majeure Event any fee, costs, expenses or other amount (including the (non-refundable) rate or the no-show, (change of) reservation or cancellation fee) for (I) any cancellation or change of the reservation made by the Guests, or (ii) that part of the reservation that was not consumed, due to the Force Majeure Event. In the event of reasonable and justified doubt, the supplier may ask a Guest to provide reasonable evidence of the causality between the Force Majeure Event and cancellation, no-show or change of reservation (and provide Eeuqissalctravel.com upon request with a copy of such evidence). For Eeuqissalctravel.com to register any cancellation, no-show or amendment of the reservation due to a Force Majeure Event, the supplier shall inform Eeuqissalctravel.com within 2 business days after (a) the scheduled check-out date of the no-show or cancellation, or (b) check-out, the number of days stayed. Eeuqissalctravel.com will not charge any commission in the event of a registered no-show or cancellation or over that part of the booking which is not consumed due to the Force Majeure Event. 3. LICENSE 3.1 The supplier hereby grants Eeuqissalctravel.com a non-exclusive, royalty-free and worldwide right and license (or sublicense as applicable): (a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the supplier as provided to Eeuqissalctravel.com by the supplier pursuant to this Agreement and which are necessary for Eeuqissalctravel.com to exercise its rights and perform its obligations under this Agreement; (b) to use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the suppliers Information. 3.2 Eeuqissalctravel.com may sublicense, make available, disclose and offer the supplier Information (including the relevant Intellectual Property Rights) of the supplier and special offers made available by the supplier on the Platforms and all such further rights and licenses set out in this Agreement via or in collaboration with (the websites, apps, platform, tools or other devices of) affiliated companies and/or third parties (the "Third Party Platforms"). 3.3 In no event shall Eeuqissalctravel.com be liable to the supplier for any acts or omissions on the part of any Third-Party Platforms. The sole remedy for the supplier with respect to such Third-Party Platforms is (I) to request Eeuqissalctravel.com (which has the right and not the obligation) to disable and disconnect with such Third-Party Platform, or (ii) termination of this Agreement, all in accordance with the terms of this Agreement. 4. RANKING, GUEST REVIEWS, MARKETING AND FACILITATED PAYMENT (AGENCY) MODEL 4.1 Ranking 4.1.1 The order in which the supplier is listed on the Platforms (the "Ranking") is determined automatically and unilaterally by Eeuqissalctravel.com. Ranking is based on and influenced by various factors, including but not limited to the commission percentage (to be) paid by the supplier, the minimum availability stated by the supplier, the number of bookings related to the number of visits to the relevant supplier (accommodation property )page on the Platform (the "Conversion"), the volume realized by the supplier, the ratio of cancellations, the guest review scores, the customer service history, the number and type of complaints from Guests and the on-time payment record of the supplier. 4.1.2 The supplier can influence its own rank by changing the commission percentage and availability for certain periods, and continuously improving the other factors. The supplier shall not make any claim against Eeuqissalctravel.com regarding the Ranking of Accommodation/car rental/tour operators etc.; the Ranking system is automated. The automated Ranking (as defined hereafter) system uses on-time payment as a factor, so failure to pay Commissions on time will result in a reduced rank. 4.2 Guest reviews 4.2.1 Guests who have utilize service will be asked by Eeuqissalctravel.com to comment on service provided to them and to provide a score for certain aspects of their stay. 4.2.2 Eeuqissalctravel.com reserves the right to post these comments and scores on the Platforms. The suppliers acknowledge that Eeuqissalctravel.com is a distributor (without any obligation to verify) and not a publisher of these comments. 4.2.3 Eeuqissalctravel.com undertakes to use its best efforts to monitor and review Guest reviews with respect to obscenities or the mention of an individual’s name. Eeuqissalctravel.com reserves the right to refuse, edit or remove unfavorable reviews if such reviews include obscenities or mention an individual’s name. 4.2.4 Eeuqissalctravel.com will not enter any discussion, negotiation or correspondence with the supplier with respect to (the content of, or consequences of the publication or distribution of) the Guest reviews. 4.2.5 Eeuqissalctravel.com shall not have and disclaims any liability and responsibility for the content and consequences of (the publication or distribution of) any comments or reviews howsoever or whatsoever. 4.2.6 The guest reviews are for exclusive use by Eeuqissalctravel.com and can be made available on such Platforms as from time to time made available by Eeuqissalctravel.com. Eeuqissalctravel.com exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) the guest reviews and the supplier is not entitled to (directly or indirectly) publish, market, promote, copy, scrape, (hyper-/deep) link to, integrate, obtain, utilize, combine, share or otherwise use the guest reviews without prior written approval of Eeuqissalctravel.com. 4.3 (Online) marketing and PPC advertising 4.3.1 Eeuqissalctravel.com is entitled to promote the supplier using the supplier’s name(s) in online marketing, including email marketing and/or pay-per-click (PPC) advertising. Eeuqissalctravel.com runs online marketing campaigns at its own costs and discretion. 4.3.2 The supplier is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Eeuqissalctravel.com agrees that if the supplier becomes aware of behavior by Third Party Platforms that breaches the supplier’s Intellectual Property Rights, then the supplier will notify Eeuqissalctravel.com in writing with details of the conduct and Eeuqissalctravel.com will use its commercially reasonable endeavors to ensure that the relevant third party takes steps to remedy the breach. 4.3.3 The supplier agrees not to use, display, benefit from, include, utilize, refer to or specifically target the Eeuqissalctravel.com brand/logo (including trade name, trade mark, service mark or other similar indicia of identity or source) whether directly through keyword purchases that use Eeuqissalctravel.com’s Intellectual Property Rights, for price comparison purposes or any other purposes (whether on the supplier platform or any third party platform, system or engine or otherwise), unless approved in writing by Eeuqissalctravel.com. 4.4 Facilitated Payment 4.4.1 The suppliers agrees and acknowledges that Eeuqissalctravel.com may (at all times as agent) – from time to time and in certain jurisdictions and for certain properties – facilitate certain payment methods for (pre-/down) payment of the Room,Car,Tour Price (as defined below) by Guests to the supplier pursuant to which (as available) bank transfer, credit card payments or other forms of online payment can be made and processed for and on behalf of the supplier (by means of full and final settlement of payment) (the "Facilitated Payment"). Eeuqissalctravel.com may from time to time engage a third party to facilitate and process the payment (the "Payment Processor"). The Facilitated Payment service is offered free of charge. 4.4.2 The supplier agrees and acknowledges that for each reservation, the relevant total amount of the reservation (including all applicable Taxes, fees, extras and add-ons made or included during the reservation process (e.g. breakfast) to the extent disclosed to Eeuqissalctravel.com by the supplier (unless indicated otherwise by Eeuqissalctravel.com)) will be collected and processed by the Payment Processor (the relevant amount hereafter the "Room,Car,Tour Price") in accordance with the applicable payment policy of the supplier for the relevant reservation and disclosed on the Platform. 4.4.3 The supplier agrees and acknowledges that Eeuqissalctravel.com may from time to time use and utilize the Facilitated Payment (including other (online) payment methods such as virtual credit cards) for (I) (pre-/down) payment of the Room,Car,Tour Price by the Guest to the supplier through the Payment Processor in final settlement of such payment, and (ii) settlement and payment of (a) for COAs: the due and outstanding Commission by offsetting the due and outstanding Commissions for reservations that have been paid in accordance with Clause 4.4, and (b) such other amounts due by the supplier to Eeuqissalctravel.com with the total amount of all the Room,Car,Tour Prices processed at any time through the Payment Processor. Insofar there are insufficient funds to settle and pay all amounts due to Eeuqissalctravel.com, classiqetravel.com shall be entitled to collect the relevant deficit by means of Direct Debit (if available), offset with the Deposit (if applicable) or the supplier shall upon first request of Eeuqissalctravel.com pay the relevant deficit to such bank account as from time to time identified by Eeuqissalctravel.com. 4.4.4 The supplier agrees and acknowledges that it is – at all times – responsible for the collection, remittance, withholding and payment to the relevant (tax) authorities (as applicable) of the relevant Taxes, (sur)charges, extras and fees over the Room,Car,Tour Price (including the relevant Taxes, (sur)charges, extras, amounts and fees not included in the Room,Car,Tour Price) and remittance, withholding and payment (as applicable) of the Taxes over the Commission, to the relevant tax authorities. Unless Eeuqissalctravel.com has indicated that certain Taxes, fees, charges, add-ons (e.g. breakfast) or other amounts are not included in the Room, Car, Tour Price (the "Excluded Elements"), the supplier shall not further charge, request payment of or collect any amount from the Guest that has not already been included in the Room, Car, Tour Price (except for the Excluded Elements (if applicable)). 4.4.5 In order to transfer the relevant amount collected (after deduction of and offsetting (if applicable) with the due and outstanding Commissions, fees, costs and expenses and such other amounts due to Eeuqissalctravel.com) (the "Net Amount"), the supplier shall provide Eeuqissalctravel.com with the relevant bank details to which the relevant amount shall be paid, or be provided with a virtual credit card (the "Virtual Card") to collect the relevant funds. The Virtual Card may be authorized or charged as of the date of reservation. For payment via bank transfer: Eeuqissalctravel.com shall transfer the Net Amount to the supplier within 14 days after the end of the month in which the Guest checks out/returns. The supplier acknowledges that the first payment shall only be made upon materialization of the first reservation(s). Payment of the Room, Car, Tour Price may always without notice be suspended in the event of (alleged or suspected) (credit card) fraud or breach of contract. The supplier accepts and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies and other intermediaries (for the collection, processing and payment of the relevant funds), there may be differences between the Room, Car, Tour Price (as uploaded by the supplier in the system), the collected amount and the amount paid to the supplier. The supplier shall bear the currency exchange risk and the costs and fees as charged by its banks for the receipt and conversion of the Room, Car, Tour Price. The funds held by the Payment Processor or any other party for and on behalf of the supplier will not bear any interest. The relevant funds on the Virtual Card shall be available for collection by the supplier for a period of 6 months after the date of check-out/return. 4.4.6 In the event of (alleged) fraudulent activities by the supplier or if Eeuqissalctravel.com is required by law, court order, (semi-) governmental instruction or orders, arbitrational decision (or similar ruling), subpoena or cancellation policy to make a refund, of all or part of the Room,Car,Tour Price (or insofar otherwise reasonable and fair), Eeuqissalctravel.com reserves the right to claim from the supplier repayment of such amount (re)paid to Guest, but received by the supplier (which payment shall be made within 14 days of a request by Eeuqissalctravel.com). 4.4.7 Insofar the supplier agrees to a refund of a fully or partially paid non-refundable Room,Car,Tour Price (or part thereof), Eeuqissalctravel.com shall be entitled to settle on behalf of the supplier the relevant amount paid to the Guest with other amounts collected by the Payment Processor or – if requested by the supplier and approved by Eeuqissalctravel.com – the relevant amount shall be paid and transferred to Eeuqissalctravel.com within 14 days upon approval by Eeuqissalctravel.com and Eeuqissalctravel.com shall transfer the relevant amount to the Guest as soon as possible from an organizational and technical point of view as of the moment that the entitlement comes into existence legally and not charge the supplier any commission for such refund. 4.4.8 In the event of a no-show or cancellation, Eeuqissalctravel.com shall be entitled to charge commission over the relevant amount of the room price collected and transferred to the supplier. In the event of an overbooking, the Commission shall be calculated in accordance with Clause 2.3.2. 4.4.9 The supplier shall only issue an invoice to the Guest (and provide such Guest upon his/her first request with an invoice) for the full amount of the reservation (including or plus (as required by applicable laws) all applicable Taxes, surcharges and fees). The supplier shall not invoice (or send an invoice to) Eeuqissalctravel.com for the reservation or stay. Nothing in this Agreement shall constitute or imply that Eeuqissalctravel.com acts or operates as a merchant of record or (re)seller of the room/car/tour. 5. REPRESENTATIONS AND WARRANTIES 5.1 The supplier represents and warrants to Eeuqissalctravel.com that for the term of this Agreement: (I) The supplier has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have Eeuqissalctravel.com make available on the Platforms (a) the relevant supplier’s, and (b) the Intellectual Property Rights with respect to, as set out or referred to in the supplier Information made available on the Platforms; (ii) the supplier holds and complies with all permits, licenses and other governmental authorizations and requirements necessary for conducting, carrying out and continuing its operations and business and making the supplier available on the Platforms for reservation. (iii) the price for the rooms, cars, tours advertised on the Platforms correspond to the best available price for an equivalent stay with the supplier and a better price cannot be obtained by a Guest making a reservation with the supplier directly or via another (third) party or via another medium or channel; and (iv) the supplier and its directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected to, part of, involved in or related to or under the control, management or ownership of: (a) terrorists or terrorist organizations; (b) parties/persons (i) listed as (special) designated nationals/entities or blocked person/entities, or (ii) otherwise subject to any applicable trade embargo, or financial, economic and trade sanctions; and (c) parties/persons guilty of money laundering, bribery, fraud or corruption. The supplier shall immediately notify Eeuqissalctravel.com in the event of a breach of this Clause 5.1 paragraph (iv). 5.2 Each Party represents and warrants to the other Party that for the term of this Agreement: (i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all corporate action required by it to authorize the execution and performance of this Agreement; (iii) this Agreement constitutes legally valid and binding obligations of that Party in accordance with its terms; and (iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipality under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party. 5.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims all implied warranties, including all implied warranties of merchantability or fitness for a purpose regarding such subject matter. 5.4 Eeuqissalctravel.com disclaims and excludes all liability with respect to the supplier which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet. Eeuqissalctravel.com provides (and the supplier accepts) the Service, the Platform and the Extranet on an "as is" and "as available" basis. 6. INDEMNIFICATION AND LIABILITY 6.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (or its directors, officers, employees, agents, affiliated companies and subcontractors) (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to: (i) a breach of this Agreement by the Indemnifying Party, or (ii) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party. 6.2 The supplier shall fully indemnify, compensate and hold Eeuqissalctravel.com (or its directors, officers, employees, agents, affiliated companies and subcontractors) harmless for and against any liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by Eeuqissalctravel.com (or its directors, officers, agents, affiliated companies and subcontractors) in connection with: (I) all claims made by Guests concerning inaccurate, erroneous or misleading information of the supplier on the Platforms; (ii) all claims made by Guests concerning or related to a utilization of service provided, overbooking or (partially) canceled or wrong reservations or repayment, refund or charge-back of the Room, Car, Tour Price; (iii) to the extent that any claims under or pursuant to the Best Price Guarantee are not settled between the Guest and the supplier upon check-out of the Guest (by payment of the lower rate), all claims made by Guests regarding or pursuant to the Best Price Guarantee; (iv) all other claims from Guests which are fully or partially attributable to or for the risk and account of the supplier (including its directors, employees, agents, representatives and the premises of the supplier) (including claims related to (lack of) services provided or product offered by the supplier) or which arise due to tort, fraud, willful misconduct, negligence or breach of contract (including the Guest Reservation) by or attributable to the supplier (including its directors, employees, agents, representatives and the premises of the suppliers) with respect to a Guest or its property; and (v) All claims against Eeuqissalctravel.com in relation to or as a result of the failure of the supplier to (a) properly register with relevant tax authorities, or (b) pay, collect, remit or withhold any applicable Taxes, fees and (sur) charges levied or based on the services or other charges hereunder in the relevant jurisdiction (including room, car, tour price and commission payments). 6.3 Except as otherwise provided for in this Agreement, the maximum liability of one Party to any other party in aggregate for all claims made against such party under or in connection with this Agreement in a year shall not exceed the aggregate commission received or paid by such Party in the preceding year or USD 50,000 (whichever is higher), unless in the event of tort, fraud, willful misconduct, gross negligence, deliberate non-disclosure or deliberate deception on the part of the liable Party (i.e. the Indemnifying Party), in which event the limitation of liability is not applicable for such liable party. Parties agree and acknowledge that none of the limitations of liability set out in Clause 6 shall apply to any of the indemnifications with respect to third party claims (e.g. claims from Guests as described in 6.2) or third-party liabilities. 6.4 In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defense (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned). 6.5 In no event shall any Party be liable to any other Party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed. 6.6 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance. 7. TERM, TERMINATION AND SUSPENSION 7.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period. Each Party may terminate this Agreement at any time and for any reason, by written notice to the other Party with due observance of a notice period of 14 days. 7.2 Each Party may terminate this Agreement (and close the supplier on the Platforms) or suspend this Agreement with respect to the other Party, with immediate effect and without a notice of default being required in case of: (a) a material breach by the other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of rate parity guarantee, the provision of wrong information or receipt of a significant number of Guest complaints); or (b) (filing or submission of request for) bankruptcy or suspension of payment (or similar action or event) with respect to the other Party. 7.3 Any notice or communication by Eeuqissalctravel.com of "closure" ("close", "closed") of the supplier on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the supplier shall honor outstanding reservations for Guests and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement. 7.4 The following events shall in any event be regarded as a material breach and entitle Eeuqissalctravel.com to immediately terminate (close) or suspend the Agreement (without a notice of default): (i) the Supplier fails to pay Commissions on or before the due date; (ii) the Supplier posts incorrect or misleading Information on the Extranet; (iii) the Supplier fails to maintain Information on the Extranet resulting in overbookings. (iv) the Supplier fails to accept a reservation at the price shown on a reservation; (v) the Supplier overcharges one or more guests; (vi) the Supplier charges a guest’s credit card prior to arrival of the guest without an express agreement from the guest (a guest provides express agreement if they select a non-refundable or an advance purchase room, car, tour type); (vii) Eeuqissalctravel.com receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the Supplier; (viii) misuse of the Guest review process by any behavior that results in a review appearing on the Platforms that is not an honest expression of a real experience by a real guest; (ix) inappropriate, unlawful or unprofessional behavior toward guests or Eeuqissalctravel.com staff; or (x) any (alleged) safety, privacy or health issues or problems with respect to the supplier’s or its facilities (the supplier shall at its own costs and upon first request from Eeuqissalctravel.com deliver the relevant permits, licenses, certificates or such statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety and health) laws and legislation). 7.5 Upon termination and except as set out otherwise, this Agreement shall absolutely and entirely terminate with respect to the terminating Party and cease to have effect without prejudice to the other Party’s rights and remedies with respect to an indemnification or a breach by the other (terminating) Party of this Agreement. Clause 2.4, 6, 8, 9 and 10 shall survive termination. 8. BOOKS AND RECORDS 8.1 The systems, books and records of Eeuqissalctravel.com (including Extranet, the Online Reservation Statement, faxes and/or emails) shall be considered conclusive evidence of the existence and receipt by the Supplier of the reservations made by the Guest and the amount of the commission of the supplier or damages or costs due to Eeuqissalctravel.com under this Agreement, unless the supplier can provide reasonable and credible counter-evidence. 8.2 The supplier shall upon first request from Eeuqissalctravel.com fully cooperate and assist Eeuqissalctravel.com with (and disclose all reasonably requested information with respect to) the identification of the (ultimate) owner, manager and/or controller of the supplier. 9. CONFIDENTIALITY 9.1 Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information from the other party (the "Confidential Information"). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and other such non-public information either that a disclosing party designates as being private or confidential or which a receiving party should reasonably know should be treated as private and confidential. 9.2 Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request from the other Party. 9.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) was possessed by the receiving party prior to the date of this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including any technical, operational, performance and financial data (but excluding any Customer Data)) in confidence to an affiliated (group) company. 9.4 Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Each Party agrees to comply with all applicable (data and privacy) laws, rules and regulations of the jurisdiction where such Party is incorporated (including (if applicable) Directives (as amended) on the processing of personal data and the protection of privacy). 10. MISCELLANEOUS 10.1 Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that Eeuqissalctravel.com may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to an affiliated company without the prior written consent of the supplier. Any assignment or transfer by the supplier shall not relieve the assignor of its obligations under the Agreement. 10.2 All notices and communications must be in English, in writing, and sent by facsimile, email or nationally recognized overnight air courier to the applicable facsimile number or address set out in the Agreement. 10.3 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, ((non-) binding) offers, undertakings or statements regarding such subject matter (including vis-à-vis the supplier). 10.4 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. 10.5 Except as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the USA. Except as set out otherwise in this Agreement, any disputes arising out of or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in USA. 10.6 Parties agree and acknowledge that notwithstanding this Clause 10.5, nothing in this Agreement shall prevent or limit Eeuqissalctravel.com in its right to bring or initiate any action or proceeding or seek interim injunctive relief or (specific) performance before or in any competent courts where the Supplier is established or registered under the laws of the relevant jurisdiction where the supplier is established or registered and for this purpose, the supplier waives its right to claim any other jurisdiction or applicable law to which it might have a right. 10.7 The original (British) English version of these Terms may have been translated into other languages. The translated version of the (British) English Terms is a courtesy and office translation only and the supplier cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version shall prevail, apply and be binding and conclusive. The English version shall be used in legal proceedings. The English version is available on the following website https://admin.Eeuqissalctravel.com and shall be sent to you upon written request. 10.8 With respect to (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the supplier (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party('s official, representative or candidate)), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). 10.9 The Agreement may be entered online or by way of executing a separate counterpart or by PDF or fax copy, each of which (copies) shall be deemed an original, valid and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the supplier by Eeuqissalctravel.com. By registering and signing up to the Eeuqissalctravel.com partner program as supplier partner, the supplier agrees, acknowledges and accepts the terms and conditions of this Agreement. The Agreement does not need any stamp, chop or seal to make it valid, binding and enforceable. 10.10 Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing and anti-tax evasion laws and legislation, Eeuqissalctravel.com is restricted from making the Service available to and accepting payments from or making, processing or facilitating payments to a bank account (the "Bank Account") that is not related to the jurisdiction where the supplier is located and (but in any event) insofar any of the following warranties is untrue. The supplier hereby represents and warrants that (notwithstanding the jurisdiction of the Bank Account): (i) it holds and complies with all permits, licenses and other governmental licenses, permits and authorizations necessary for conducting, carrying out and continuing its operations and business (including holding and using of the Bank Account); (ii) it is the holder of the Bank Account; (iii) the payment and transfer to/from the Bank Account is at arm's length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation; and (iv) the Bank Account is not (directly or indirectly) used for money laundering, terrorists financing, tax evasion, tax avoidance or other illegal activities. The Accommodation hereby agrees to fully compensate and indemnify Eeuqissalctravel.com LLC for all damages, losses, claims, penalties, fines, costs and expenses suffered, paid or incurred by Eeuqissalctravel.com LLC (or any of its affiliated group companies (including any of its/their directors, officers, employees, agents or representatives)) for any (threatening or alleged) claim (including penalty) from any government, authority, organization, company, party or person that the payment to, through or from the Bank Account is illegal or a violation of any applicable (anti-corruption/anti-money laundering/anti-tax evasion/anti-terrorists financing) laws, regulations, codes or legislation. © Copyright 2018 Eeuqissalctravel.com * I agree to above terms and condtions. * I agree to to receive electronic communications regarding products and services published on this website as well as important updates regarding this website.

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