Goodwood Travel Partner Programme
Accommodation Partners Agreement & Terms
These general delivery terms (the “Terms”) form an integral part of the Accommodation Agreement (the “Accommodation Agreement” and together with the Terms, “Agreement“) entered into between an Accommodation and Meon Valley Business Travel Ltd, trading as Goodwood Travel (each a “Party” and collectively the “Parties“).
“We Price Match” means the guarantee stating that Goodwood Travel offers the best rate for a room and that no lower rate can be found online for the equivalent room with the same check-in and check-out dates and the same booking conditions.
“Goodwood Travel Platform” means the website(s), apps, tools, platforms or other devices of Goodwood Travel on which the Service is made available.
“Customer Service” means the customer service desk of Goodwood Travel which can be reached at firstname.lastname@example.org.
“Data Controller” means a natural or legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
“Bedbank” means the online system which can be accessed by the Accommodation (after identification of the username and the password) through the website for uploading, changes, verifying, updates and/or amendments of the Accommodation Information (including rates, availability, rooms) and reservations.
“Force Majeure Event” means any of the following events affecting multiple Guests and multiple Accommodations: act-of-God, volcanic eruptions, (natural) disaster, fire, (acts of) war, hostilities or any local or national emergency, invasion, compliance with any order or request of any national, provincial, port or other public authority, government regulation or intervention, military action, civil war or terrorism, (biological, chemical or nuclear) explosion, rebellion, riots, insurrection strikes, civil disorder (or the material or substantial threat or justified apprehension of any of the foregoing events), curtailment of transportation facilities, close down of airports or any other exceptional and catastrophic event, circumstance or emergency, making it impossible, illegal or prevents Guests from travelling to or staying at the Accommodation.
“Guest” means a visitor of the Platforms or a customer or guest of the Accommodation.
“Intellectual Property Right” means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, 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 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.
“Marketed Online” means marketed to the general public online by any means, including on mobile applications. This definition excludes in particular email, SMS and instant messaging communications that are not aimed at the general public.
“Offline Channel” means a channel that does not involve the use of the internet, such as bookings made in person at an Accommodation’s reception, by telephoning an accommodation, or at a bricks and mortar travel agency.
“OTA” means any online reservation service that is not controlled, directly or indirectly by the accommodation or the chain (whether integrated or not) to which this accommodation belongs.
“Personal Data” means any information relating to an identified or identifiable natural person (including Customer Data and credit card data).
“Platforms” means the website(s), apps, tools, platforms and/or other devices of Goodwood Travel and its affiliated companies and business partners on or through which the Service is (made) available.
“Published Online” means made available to the general public online by any means, including on mobile applications. In the case of rates, publication includes the display of the actual rates or sufficient detail for the consumer to calculate rates.
“Service” means the online hotel reservation system of Goodwood Travel through which accommodations can make their rooms available for reservation, and through which Guests can make reservations at such Accommodations.
“System” means the (XML) system that Accommodations can access to use and utilize the services, functionalities and administration of the Accommodation on the Platform (including rates, booking policies, etc.).
“Unpublished” means not Published Online.
2. ACCOMMODATION OBLIGATIONS
2.1 Accommodation Information
2.1.1 Information provided by the Accommodation for inclusion on Goodwood Travel platform shall include information relating to the Accommodation (including pictures, photos and descriptions), its amenities and services and the rooms 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 “Accommodation Information“) and shall comply with formats and standards provided by Goodwood Travel. The Accommodation 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 or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. Goodwood Travel reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement.
2.1.2 The Accommodation represents and covenants that the Accommodation Information shall at all times be true, accurate and not misleading. The Accommodation is at all times responsible for a correct and up-to-date statement of the Accommodation 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 shall update the Accommodation Information on a daily basis (or such more frequent basis as may be required) and may –at any time – change via the Goodwood Hotelier system (i) the rate of its available rooms bookable, and (ii) the number or type of available rooms.
2.1.3 The information provided by the Accommodation for the Platforms shall remain the exclusive property of the Accommodation. Information provided by the Accommodation may be edited or modified by Goodwood Travel and subsequently be translated into other languages, whereas the translations remain the exclusive property of Goodwood Travel. The edited and translated content shall be for the exclusive use by Goodwood Travel on the Platforms and shall not be used (in any way or form) by the Accommodation for any other distribution or sales channel or purposes. Changes to or updates of the descriptive information of the Accommodation are not allowed unless prior written approval has been obtained from Goodwood Travel.
2.1.4 Unless Goodwood Travel agrees otherwise, all changes, updates and/or amendments of the Accommodation Information (including rates, availability, rooms) shall be made by the Accommodation directly and on-line through the Goodwood Hotelier system or such other ways as Goodwood Travel may reasonably indicate. Updates and changes in respect of pictures, photos and descriptions will be as soon as reasonably possible processed by Goodwood Travel.
2.2.1 The Accommodation shall give Goodwood Travel Rate and Conditions Parity. “Rate and Conditions Parity” means the same or better rates for the same accommodation, same room type, same dates, same bed type, same number of guests, same or better amenities and add-ons (e.g. free breakfast, wifi, early/late checkout), same or better restrictions and policies such as reservation changes and cancellation policy as made available by the Accommodation.
Rate and Conditions Parity does not apply in respect of rates and conditions:
— offered on Offline Channels, provided that these room rates are not Published Online or Marketed Online; and /or
– that are Unpublished, provided that these room rates are not Marketed Online.
2.2.2 The restrictions and conditions (including the room price) for rooms made available for reservation on the Goodwood Travel Platform shall at all times be in accordance with Clause 2.2.1 and make sense for all parties involved (including consumers).
2.2.3 Goodwood Travel shall be entitled to give a discount on the room price at its own costs up to the amount of the commission.
2.2.4 Within the spirit of this Agreement and subject at all times to Clause 2.2.1, the Accommodation agrees to give, Goodwood Travel some availability for all Key Goodwood Events with fair access to all rooms and room types (including various applicable policies and restrictions) and rates available during the term of the Agreement (during periods of low and high demand (including during Goodwood events, fairs, congresses and special events).
2.3.1 For each reservation made on the Platforms by a Guest for a Room, the Accommodation shall pay Goodwood Travel a commission (the “Commission“) calculated in accordance with Clause 2.3.2. Payment shall be made in accordance with Clause 3.
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 (including VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies (the “Taxes“)) and such other extra’s, fees and surcharges which are included in the offered rate at the time of booking of the room by a Guest on the Platforms (such as breakfasts, meals (half-board or full-board), bicycle rental, late check outs/early check in fees, extra person charges, resort fees, roll-away beds, theatre tickets, service fees, etc.), (iii) the number of booked rooms by the Guest, and (iv) the relevant Commission percentage set out in the Agreement (plus VAT/taxes (if applicable)). For the avoidance of doubt, in the event of payment of the room price by the Guest to the Accommodation in accordance with Clause 4.4 (Facilitated Payment), Goodwood Travel 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 has notified Goodwood Travel of the relevant no-show within 2 business days after the scheduled date of check out of the Guest) or a charged cancellation (cancellation in violation of the free cancellation policy of the Accommodation) and shall be calculated in accordance with the confirmed booking.
2.3.3 Unless agreed otherwise in the Agreement, the rate shown to Guests on the Platforms shall be inclusive of VAT, sales tax, charges and all such other (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies (to the extent that such other taxes, fees and levies can be reasonably calculated upfront without further information).
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, the rates must be shown to Guests inclusive of VAT, sales tax and all such other (national, governmental, provincial, state, municipal or local) taxes, fees or levies, the Accommodation shall adjust the rates through the Goodwood Hotelier system 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 Accommodation, or (ii) notification thereof by Goodwood.
3 Facilitated Payment
3.1 The Accommodation agrees and acknowledges that Goodwood Travel may (at all times as agent) – from time to time and in certain jurisdictions facilitate certain payment methods for the (pre-/down) payment of the Room Price (as defined below) by Guests to the Accommodation pursuant to which credit card payments can be made and processed for and on behalf of the Accommodation (by means of full and final settlement of payment) (the “Facilitated Payment“).
3.1.1 The Accommodation agrees and acknowledges that for each reservation, the relevant total amount of the reservation (including all applicable Taxes, fees, extra’s and add-ons made or included during the reservation process (e.g. breakfast) to the extent disclosed to Goodwood Travel by the Accommodation (unless indicated otherwise by Goodwood Travel)) will be collected and processed by the Payment Processor (the relevant amount hereafter the “Room Price“) in accordance with the applicable payment policy of the Accommodation for the relevant reservation and disclosed on the Platform.
3.1.2 The Accommodation agrees and acknowledges that it is –at all times– responsible for the collection, reporting, remittance, withholding and payment to the relevant (tax) authorities (as applicable) of the relevant Taxes, (sur)charges, extra’s and fees over the Room Price (including the relevant Taxes, (sur)charges, extra’s, amounts and fees not included in the Room Price) and remittance, with holding and payment (as applicable) of the Taxes over the Commission, to the relevant tax authorities. Unless Goodwood Travel has indicated that certain Taxes, fees, charges add-ons (e.g. breakfast) or other amounts are not included Room Price (the “Excluded Elements“), the Accommodation shall not further charge, request payment of or collect any amount from the Guest that has not already been included in the Room Price (save for the Excluded Elements (if applicable)).
3.1.3 In order to transfer the relevant collected amount (after deducting and set-off (if applicable) with the due and outstanding Commissions (if permitted), fees, costs and expenses and such other amounts due to Goodwood) (the “Net Amount“), the Accommodation shall provide Goodwood Travel with the relevant bank details to which the relevant amount shall be paid. Goodwood Travel or the Payment Processor shall transfer the Net Amount to the Accommodation within 10 days after the end of the month in which the Guest is checked-out. Payment of the Room Price may at all times without notice be suspended in the event of (alleged or suspected) (credit card) fraud or breach of contract. The Accommodation 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 paying the relevant funds), there may be differences between Room Price (as uploaded by the Accommodation in the system), the collected amount and the amount paid to the Accommodation. The Accommodation shall bear the currency exchange risk and the costs and fees as charged by its banks for the receipt and conversion of the Room Price.
3.1.4 In the event of (alleged) fraudulent activities by the Accommodation or if Goodwood Travel 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 Price (or insofar otherwise reasonable and fair), Goodwood Travel reserves the right to claim from the Accommodation repayment of such amount (re)paid to Guest, but received by the Accommodation (which payment shall be made within 14 days after a request by Goodwood Travel).
3.1.5 Insofar the Accommodation agrees to a refund of a wholly or partly paid non-refundable Room Price (or part thereof), Goodwood Travel shall be entitled to settle on behalf of the Accommodation the relevant amount paid to the Guest with other amounts collected by the Payment Processor or – if requested by the Accommodation and approved by Goodwood Travel – the relevant amount shall be paid and transferred to Goodwood Travel within 14 days upon approval by Goodwood Travel and Goodwood Travel shall transfer the relevant amount to the Guest as soon as possible from an organisational and technical point of view as of the moment that the entitlement comes into existence legally and not charge the Accommodation any commission for such refund.
3.1.6 In the event of a no-show or cancellation, Goodwood Travel shall be entitled to charge commission over the relevant amount of the room price collected and transferred to the Accommodation. In the event of an overbooking, the Commission shall be calculated in accordance with Clause 2.3.2.
3.1.7 The Accommodation 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) of all applicable Taxes, surcharges and fees). The Accommodation shall not invoice (or send an invoice to) Goodwood Travel for the reservation or stay. Nothing in this Agreement shall constitute or imply that Goodwood Travel acts or operates as a merchant of record or (re)seller of the room.
3.2. Payment Commission
3.2.1 Commission for bookings for guest paying directly to the Accommodation on arrival/departure in a calendar month that contains the (scheduled) departure date of the Guest in such month will be invoiced (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 on a monthly basis and shall be sent to the Accommodation e-mail.
(b) The Commission invoiced in respect of a month shall be paid by the Accommodation within 14 days from the invoice date.
(c) Payment shall be made by the Accommodation directly to Goodwood Travel by means of Bank Transfer to such bank account as identified by Goodwood Travel. For the avoidance of doubt, other means of payment (such as by cheque or via “payment agencies”) cannot be processed by Goodwood Travel and therefore will not be accepted. The Accommodation 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 on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Accommodation is compelled to make any such deduction or withholding, it will pay to Goodwood Travel such additional amounts as are necessary to ensure receipt by Goodwood Travel of the full (net) amount as set out in the invoice which Goodwood Travel would have received but for the deduction. The Accommodation is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Accommodation to Goodwood Travel.
(e) The commission invoiced in respect of a month shall be paid by the Accommodation in GBP.
3.2.2 The Accommodation is responsible for withholding and reporting relevant taxes applicable to the Commission due to Goodwood Travel according to the relevant tax regulations and the practices and requests of the tax authorities. The Accommodation shall bear and be responsible for the payment and remittance of the taxes applicable to the 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 shall be solely responsible to negotiate and agree with the relevant tax authorities on the tax treatments of the Commission (payments). The Accommodation shall upon first request of Goodwood Travel provide Goodwood Travel with (photo/scanned-) copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission. The Accommodation represents and covenants that it is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other accommodation provider.
3.2.3 In the event of a dispute between Goodwood Travel and the Accommodation (e.g. on 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.
3.2.4 In the case of late payment, Goodwood Travel reserves the right to claim statutory interest, to suspend its service under the Agreement (e.g. by suspending the Accommodation from the Platforms), and/or to ask for a bank guarantee or other form of financial security from the Accommodation.
3.3 Reservation, Guest Reservation, complaints and We Price Match
3.3.1 When a reservation is made by a Guest on the Platform, the Accommodation shall receive a confirmation for every reservation made via Goodwood Travel, which confirmation shall include the date of arrival, the number of nights, the room type (including smoking preference (if available)), the room rate, the Guest’s name, contact details, (collectively “Customer Data“) and such other specific request(s) made by the Guest. Goodwood Travel is not responsible for the correctness and completeness of the information (including credit card details) and dates provided by Guests and Goodwood Travel is not responsible for the payment obligations of the Guests relating to their (online) reservation. For the avoidance of doubt, the Accommodation shall on a regular basis (but at least on a daily basis) check and verify on the Goodwood Hotelier system (the status of) the reservations made.
3.3.2 By making a reservation through the Platforms a direct contract (and therefore legal relationship) is created solely between the Accommodation and the Guest (the “Guest Reservation“).
3.3.3 The Accommodation 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.
3.3.4 Other than the fees, extra’s and charges as set out in the confirmed booking, the Accommodation shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge).
3.3.5 Complaints or claims in respect of (the products or service offered, rendered or provided by) the Accommodation or specific requests made by Guests are to be dealt with by the Accommodation, without mediation by or interference of Goodwood Travel. Goodwood Travel is not responsible for and disclaims any liability in respect of such claims from the Guests. Goodwood Travel may at all times and at its sole discretion (a) offer customer (support) services to a Guest, (b) act as intermediate between the Accommodation and a Guest, (c) provide at the cost and expense of the Accommodation alternative accommodation of an equal or better standard in the event of an overbooking or other material irregularities or complaints in respect of the Accommodation, or (d) otherwise assist a Guest in its communication with or actions against the Accommodation.
3.3.6 In the event of a valid claim of a Guest under the We Price Match, Goodwood Travel shall insofar as it is entitled to Rate and Conditions Parity promptly notify the Accommodation of such claim and provide the Accommodation with the relevant details of the claim. Insofar as Goodwood Travel is entitled to Rate and Conditions Parity, the Accommodation shall immediately adjust –to the extent applicable– the rate(s) made available at the Goodwood Travel Platform such that the lower rate is available for further booking(s). Furthermore, the Accommodation shall immediately adjust the rate in the reservation made by the relevant Guest in its administration. Upon check out of the Guest, the Accommodation shall offer the room 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) to the Guest the difference between the two rates.
3.4 Overbooking and cancellation
3.4.1 The Accommodation shall provide the rooms booked and in the event that the Accommodation is not able to meet its obligations under this Agreement for any reason whatsoever, the Accommodation shall promptly inform Goodwood Travel at email@example.com with the subject line of each email stating “overbooking”. Unless Goodwood Travel has arranged for alternative accommodation (to be verified by the Accommodation with Goodwood Travel), the Accommodation will use its best endeavours to procure alternative arrangements of equal or superior quality at the expense of the Accommodation and in the event that no room is available on arrival, the Accommodation will:
(a) find suitable alternative accommodation of an equal or better standard to the Accommodation holding the Guest‘s guaranteed booking;
(b) provide free private transportation to the alternative accommodation 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 Goodwood Travel and/or the Guest for all reasonable costs and expenses (e.g. costs alternative accommodation, transportation, telephone costs) made, suffered, paid or incurred by the Guest and/or Goodwood Travel due to or caused by the overbooking. Any amount charged by Goodwood Travel in this respect shall be paid within 14 days after receipt of the invoice.
3.4.2 The Accommodation is not allowed to cancel any online reservation.
3.4.3 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.
3.5 Credit Card guarantee
3.5.1 Save for reservations paid through Facilitated Payment guarantee of the booking is based on the credit card details provided by the Guest or the person responsible for the booking. The Accommodation shall at all times accept all major credit cards (including Master Card & Visa) for guarantee of a booking.
3.5.2 Goodwood Travel will verify the validity of these credit card details, the (pre) authorisation of the credit card upon receipt of a booking. These said credit card details are held securely by the Payment Facilitator.
3.5.3 The Accommodation shall be responsible for charging the Guest for the consumed stay, no show fee or charged cancellation (including applicable Taxes for which the Accommodation 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 may charge the credit card of the Guest in a different currency with a reasonable and fair exchange rate.
3.6 Personal Data
3.6.1 The Accommodation 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.
3.6.2 The Accommodation acknowledges that it is responsible for the security of Personal Data it processes within the context of this Agreement and Goodwood Travel acknowledges that it is responsible for the security of Personal Data it processes within the context of this Agreement.
3.6.3 The Accommodation acknowledges and accepts that Goodwood Travel may from time to time as part of its service to the Guest and Accommodation and in order to protect the Guest against any (potential or threatening) data breach or other fraudulent activities (e.g. phishing) on the side of the Accommodation, facilitate the communication between the guest and the Accommodation (the “Communication Service“) through its system (including any required process, storage, receipt, access, insight and screening of such communication by Goodwood Travel). To the extent Goodwood Travel processes Personal Data related to the Accommodation, such Personal Data shall be processed by Goodwood Travel in accordance with the Goodwood Travel Privacy and Cookies Policy. The Accommodation hereby irrevocably and unconditionally agrees and consents to the processing of Personal Data by Goodwood Travel and warrants that it has duly and diligently informed (and if required by applicable laws, obtained the written consent of) its employees, agents, representatives, staff members and other individuals of/for/when using the Communication Service for or on the Accommodation’s behalf (including the process, receipt, insight, storage, screening and access of such communication by Goodwood Travel).
3.6.4 Goodwood Hotelier System
Goodwood Travel will provide the Accommodation with a user ID and password which allows the Accommodation to access the Goodwood Hotelier System. The Accommodation 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 Goodwood Hotelier System. The Accommodation shall immediately notify Goodwood Travel of any (suspected) security breach or improper use.
3.6.5 Force Majeure Event
In the event of a Force Majeure Event, the Accommodation 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 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 Goodwood Travel upon request with a copy of such evidence). In order for Goodwood Travel to register any cancellation, no-show or amendment of the reservation due to a Force Majeure Event, the Accommodation shall inform Goodwood Travel 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. Goodwood Travel 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.
4.1 The Accommodation hereby grants Goodwood Travel 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 as provided to Goodwood Travel by the Accommodation pursuant to this Agreement and which are necessary for Goodwood Travel 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 Information.
4.2 Goodwood Travel may sublicense, make available, disclose and offer the Accommodation Information (including the relevant Intellectual Property Rights) of the Accommodation and special offers made available by the Accommodation 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“).
4.3 In no event shall Goodwood Travel be liable to the Accommodation for any acts or omissions on the part of any Third Party Platforms. The sole remedy for the Accommodation in respect of such Third Party Platforms is (i) to request Goodwood Travel(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.
5. RANKING, GUEST REVIEWS
5.1.1 The order in which the Accommodation is listed on the Platforms (the “Ranking“), is determined automatically and unilaterally by Goodwood Travel. Ranking is based on and influenced by various factors, including but not limited to the commission percentage (to be) paid by the Accommodation, the minimum availability stated by the Accommodation, the number of bookings related to the number of visits to the relevant accommodation page on the Platform (the “Conversion“), the volume realized by the Accommodation, 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.
5.2 Guest reviews
5.2.1 Guests which have stayed at the Accommodation maybe be asked by Goodwood Travel to comment on their stay at the Accommodation and to provide a score for certain aspects of their stay.
5.2.2 Goodwood Travel reserves the right to post these comments and scores on the Platforms. The Accommodation acknowledges that Goodwood Travel is a distributor (without any obligation to verify) and not a publisher of these comments.
5.2.3 Goodwood Travel undertakes to use its best efforts to monitor and review Guest reviews in respect of obscenities or the mention of an individual’s name. Goodwood Travel reserves the right to refuse, edit or remove unfavourable reviews in the event that such reviews include obscenities or mention an individual’s name.
5.2.4 Goodwood Travel will not enter into any discussion, negotiation or correspondence with the Accommodation in respect of (the content of, or consequences of the publication or distribution of) the Guest reviews.
5.2.5 Goodwood Travel 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.
5.2.6 The guest reviews are for exclusive use by Goodwood Travel and can be made available on such Platforms as from time to time made available to by Goodwood Travel. Goodwood Travel exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) the guest reviews and the Accommodation 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 Goodwood Travel.
6. REPRESENTATIONS AND WARRANTIES
6.1 The Accommodation represents and warrants to Goodwood Travel that for the term of this Agreement:
(i) the Accommodation has all necessary rights, power and authority to use, operate, own (as applicable), (sub)license and have Goodwood Travel make available on the Platforms (a) the relevant Accommodation, and (b) the Intellectual Property Rights in respect of, as set out or referred to in the Accommodation Information made available on the Platforms;
(ii) the Accommodation holds and complies with all permits, licenses and other governmental authorisations, registrations and requirements necessary for conducting, carrying out and continuing its operations and business and making the Accommodation available on the Platforms for reservation (including for short term stay)
(iii) the price for the rooms advertised on the Platforms correspond to, or are better than, the best available price for an equivalent stay as Marketed Online, Published Online or otherwise made available online by the Accommodation on its own website and a better price cannot be obtained by a Guest making a reservation with the Accommodation directly on its website/app, and
(iv) the Accommodation (which includes for the purpose of this warranty both the operator as well as the owner of the property) and its (their) directors and (direct, indirect and ultimate (beneficial)) owners (and their directors) are not in any way connected to, part of, involved in or related to or under the control, management or ownership of:
(a) terrorists or terrorist organizations;
(b) parties / persons (i) listed as (special) designated nationals/entities or blocked person/entities, or (ii) otherwise subject to any applicable trade embargo, or financial, economic and trade sanctions, and
(c) parties / persons guilty of money laundering, bribery, fraud or corruption.
The Accommodation shall immediately notify Goodwood Travel in the event of a breach of this Clause 5.1 paragraph (iv).
6.2 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 authorise the execution and performance of this Agreement;
(iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms, and
(iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal 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.
6.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations nor warranties, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.
6.4 Goodwood Travel disclaims and excludes any and all liability in respect of the Accommodation which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet. Goodwood Travel provides (and the Accommodation accepts) the Service, the Platform and the Extranet on an “as is” and “as available” basis.
7. INDEMNIFICATION AND LIABILITY
7.1 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.
7.2 The Accommodation shall fully indemnify, compensate and hold Goodwood Travel (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 Goodwood Travel (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 Accommodation on the Platforms;
(ii) all claims made by Guests concerning or related to a stay in the Accommodation, overbooking or (partly) cancelled or wrong reservations or repayment, refund or charge back of the Room Price;
(iii) to the extent that any claims under or pursuant to the We Price Match for a rate in which respect Goodwood Travel is entitled to Rate and Conditions Parity are not settled between the Guest and the Accommodation upon check out of the Guest (by payment of the lower rate), all claims made by Guests regarding or pursuant to the We Price Match;
(iv) all other claims from Guests which are wholly or partly attributable to or for the risk and account of the Accommodation (including its directors, employees, agents, representatives and the premises of the Accommodation) (including claims related to (lack of) services provided or product offered by the Accommodation) or which arise due to tort, fraud, wilful misconduct, negligence or breach of contract (including the Guest Reservation) by or attributable to the Accommodation (including its directors, employees, agents, representatives and the premises of the Accommodation) in respect of a Guest or its property; and
(v) all claims against Goodwood Travel in relation to or as a result of the failure of the Accommodation to (a) properly register with relevant tax authorities, or (b) pay, collect, remit or withhold any applicable Taxes, fees and charges levied or based on the services or other charges hereunder in the relevant jurisdiction (including room price and commission payments).
7.3 Save 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 EUR 100,000 (whichever is higher), unless in the event of tort, fraud, wilful 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 in respect of third party claims (e.g. claims from Guests as described in 6.2) or third party liabilities.
7.4 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 defence 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).
7.5 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.
7.6 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.
8. TERM, TERMINATION AND SUSPENSION
8.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time. 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.
8.2 Each Party may terminate this Agreement (and close the Accommodation on the Platforms) or suspend (all or part of its obligations, covenants and undertakings under) this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of Rates and Conditions Parity, the provision of wrong information or receipt of a significant number of Guest complaints); or
(b) (filing or submission of request for) bankruptcy, insolvency or suspension of payment (or similar action or event) in respect of the other Party.
8.3 Any notice or communication by Goodwood Travel of “closure” (“close”, “closed”) of the Accommodation on the website (or similar wording) shall mean termination of the Agreement. After termination, suspension or closure, the Accommodation shall honour 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.
8.4 The following events shall in any event be regarded as a material breach and entitle Goodwood Travel to immediately terminate (close) or suspend (all or part of its obligations, covenants and undertakings under) the Agreement (without a notice of default):
(i) the Accommodation fails to pay Commissions on or before the due date;
(ii) the Accommodation posts incorrect or misleading Accommodation Information on the Extranet;
(iii) the Accommodation fails to maintain Information on the Extranet resulting in over-bookings at the Accommodation;
(iv) the Accommodation fails to accept a reservation at the price shown on a reservation;
(v) the Accommodation overcharges one or more guests;
(vi) the Accommodation 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 type);
(vii) Goodwood Travel receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the Accommodation;
(viii) misuse of the Guest review process by any behaviour that results in a review appearing on the Platforms that is not an honest expression of a real stay by a real guest at the Accommodation;
(ix) inappropriate, unlawful or unprofessional behaviour towards guests or Goodwood Travel staff;
(x) any (alleged) safety, privacy or health issues or problems in respect of the Accommodation or its facilities (the Accommodation shall at its own costs and upon first request of Goodwood Travel 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).
8.5 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate in respect of the terminating Party and cease to have effect without prejudice to other Party’s rights and remedies in respect of an indemnification or a breach by the other (terminating) Party of this Agreement.
8.6 In the event of a “change of ownership” in respect of the ownership or operation of the property (including any assignment, transfer, novation of this Agreement), the Accommodation agrees and acknowledges that the new owner/operator shall be entitled to use the Accommodation Information as made available by the Accommodation prior to the change of ownership (including the guest reviews) and have access to the relevant (financial and operational) performance, management and (customer) data and the Accommodation shall in any event be and remain responsible and liable for all obligations, claims and liabilities related to the period, or accrued prior to the change of ownership.
8.7 Goodwood Travel shall be entitled to terminate this Agreement with immediate effect in the event of (termination due to) a breach of contract of (including act or event of default or failure to perform any obligation under) any other agreement between Goodwood Travel on the one hand and the Accommodation (or any Party that (directly/indirectly) owns or controls, is controlled by or under the common control with the Accommodation) on the other hand.
9. BOOKS AND RECORDS
9.1 The systems, books and records of Goodwood Travel (including Goodwood Hotelier System, the Online Reservation Booking Confirmation, Statement, faxes and/or emails) shall be considered conclusive evidence of the existence and receipt by the Accommodation of the reservations made by the Guest and the amount of the commission of the Accommodation or damages or costs due to Goodwood Travel under this Agreement, unless the Accommodation can provide reasonable and credible counter-evidence.
9.2 The Accommodation shall upon first request of Goodwood Travel fully cooperate and assist Goodwood Travel with (and disclose all reasonably requested information in respect of) the identification of the (ultimate) owner, manager and/or controller of the Accommodation.
10.1 Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the “Confidential Information“). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.
10.2 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 of the other Party.
10.3 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 the any technical, operational, performance and financial data (but excluding any Customer Data)) in confidence to an affiliated (group) company.
10.4 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 the processing of personal data and the protection of privacy.
11.1 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 Goodwood Travel 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 Accommodation. Notwithstanding anything to the contrary, any assignment or transfer by the Accommodation shall not relieve the assignor/transferor of its obligations under the Agreement.
11.2 All notices and communications must be in English, in writing, and sent by email.
11.3 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.
11.4 Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the United Kingdom. Save as set out otherwise in this Agreement, any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in the United Kingdom.
11.5 In respect of (or as an award for) the execution, delivery, sealing, registration, filing of, and/or the execution, performance or delivery under or pursuant to, the Agreement, the Accommodation (including its employees, directors, officers, agents or other representatives) shall (i) not directly or indirectly (a) offer, promise or give to any third party (including any governmental official or political party(‘s official, representative or candidate)), or (b) seek, accept or get promised for itself or for another party, any gift, payment, reward, consideration or benefit of any kind which would or could be construed as bribery or an illegal or corrupt practice, and (ii) comply with all applicable laws governing anti-bribery and corrupt gifts and practices (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act).
11.6 The Agreement may be entered into online or by way of executing a separate counterpart or by pdf or fax copy, each of which (copies) shall be deemed an original, valid and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Accommodation by Goodwood Travel. By registering and signing up to the Goodwood Travel partner programme as accommodation partner, the Accommodation agrees, acknowledges and accepts the terms and conditions of this Agreement.
11.7 Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing and anti-tax evasion laws and legislation, Goodwood Travel 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 Accommodation is located and (but in any event) insofar any of the following warranties is untrue. The Accommodation 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 Goodwood Travel for all damages, losses, claims, penalties, fines, costs and expenses suffered, paid or incurred by Goodwood Travel (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, organisation, 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.