GENERAL DELIVERY TERMS

These general delivery terms (the “Terms”) form Agreement entered into between an Accommodation and RegisterOfHotels.com (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:

"Registerofhotels.com Platform" means the website(s), apps, tools, platforms or other devices of Registerofhotels.com on which the Service is made available.

"Customer Service" means the customer service desk of Registerofhotels.com which can be reached at support@registerofhotels.com or such other address as set out in this Agreement.

"Direct Debit" means the instruction given by the Accommodation to its bank such that Registerofhotels.com is authorized to collect the relevant amount under this Agreement directly from the bank account of the Accommodation.

"RHaccess" means the online system which can be accessed by the Accommodation (after identification of the username and the password) through the website registerofhotels.com/clients, 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 (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 Registerofhotels.com and its affiliated companies and business partners on or through which the Service is (made) available.

"Service" means the online hotel reservation system of Registerofhotels.com through which accommodations can make their rooms available for reservation, and through which Guests can make reservations at such accommodations.

2. ACCOMMODATION OBLIGATIONS

2.1 Accommodation Information
2.1.1 Information provided by the Accommodation for inclusion on the Platforms 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 Registerofhotels.com. 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 or other social network), 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. Registerofhotels.com 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 RHaccess (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 Registerofhotels.com. The edited content shall be for the exclusive use by Registerofhotels.com 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 administration approval has been obtained from Registerofhotels.com.

2.1.4 Unless Registerofhotels.com 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 RHaccess or such other ways as Registerofhotels.com may reasonably indicate. Updates and changes in respect of pictures, photos and descriptions will be as soon as reasonably possible processed by Registerofhotels.com.

2.2 Parity and room restrictions
2.2.1 The Accommodation shall give Registerofhotels.com rate and availability parity ("Parity").Rate 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 restrictions and policies such as breakfast, reservation changes and cancellation policy as are available on the Accommodation‟s websites, apps or call-centres (including the customer reservation system), or directly at the Accommodation, with any competitor of Registerofhotels.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. Rate parity does not apply in respect of 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 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. In the event that a closed user group rate is (directly or indirectly) publicly (made) available (by the Accommodation, a (direct/indirect) competitor of Registerofhotels.com or on any third party (platform) (including any (meta) search engine or price comparison website), Registerofhotels.com is entitled to rate parity for such rate.

Availability Parity means that the Accommodation shall provide Registerofhotels.com with such availability (i.e. rooms available for booking at the Platform) that are at least as favourable as (i) are made available on the relevant Accommodation website(s) and app(s), and (ii) those provided to any competitor of Registerofhotels.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.

2.2.2 The restrictions and conditions (including the room price) for rooms made available for reservation on the Registerofhotels.com 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 Registerofhotels.com shall be entitled to give a discount on the room price –at its own costs up to the level of the Commission – to its closed user group members.

2.3 Commission
2.3.1 For each reservation made on the Platforms by a Guest for a Room, the Accommodation shall pay Registerofhotels.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 (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, Commission will be charged in the event of overbooking or a no-show (unless the Accommodation has notified Registerofhotels.com of the relevant no-show within 2 business days after the scheduled date of arrival 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 RHaccess 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 Registerofhotels.com.

2.3.5 The RHaccess shows details of all reservations made at the Accommodation 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 RHaccess showing the reser

2.4 Payment Commission
2.4.1Commission for bookings in a calendar month that contains the (scheduled) departure date of the Guest in such month will be invoiced (save for free cancellations made through Registerofhotels.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 on a monthly basis and shall be sent to the Accommodation by 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 Registerofhotels.com paypal account, or any other expressly specified in RHaccess bank account and/or any other online payment system or by wire transfer (to such bank account as identified by Registerofhotels.com). For the avoidance of doubt, other means of payment (such as by cheque or via "payment agencies") cannot be processed by Registerofhotels.com 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 Registerofhotels.com such additional amounts as are necessary to ensure receipt by Registerofhotels.com of the full (net) amount as set out in the invoice which Registerofhotels.com 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 Registerofhotels.com.

(e)The commission invoiced in respect of a month shall be paid by the Accommodation in the relevant currency (and if applicable at the exchange rate) as specified in the invoice. Registerofhotels.com may at its sole discretion prepare invoices either in a major currency (e.g. EUR/USD) or the relevant local currency of the Accommodation and subsequently convert the relevant final amount in the local currency or a major currency on the basis of the exchange rate of the last day of the relevant month for which the invoice is issued (and not on the day of checkout). The exchange rate used shall be the interbank rate (closing rate as per 4PM EST) as used or promulgated by major international financial banks or service companies from time to time selected by Registerofhotels.com.

2.4.2 The Accommodation is responsible for withholding and reporting relevant taxes (i.e. mentioned above in 2.4.1 under d) applicable to the Commission due to Registerofhotels.com 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 Registerofhotels.com provide Registerofhotels.com with (photo/scanned-)copies of tax payment certificates/tax exemption certificates upon each remittance of the Commission.

2.4.3 In the event of a dispute between Registerofhotels.com 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.

2.4.4 In the case of late payment, Registerofhotels.com 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.

2.4.5 The Accommodation shall upon first request of Registerofhotels.com pay a deposit which amount shall be equal to minimum the sum of the 3 highest invoices of operations with Registerofhotels.com or such other amount as determined by Registerofhotels.com at its discretion (the "Deposit"). The Deposit will be held by Registerofhotels.com as a security for performance of the (payment) obligations of the Accommodation under the Agreement. Upon termination of this Agreement, the Deposit, or any balance thereof after deducting outstanding Commission, shortfall payments and other costs due to Registerofhotels.com will be repaid to the Accommodation within 30 days after settlement in full of the outstanding obligations and liabilities (including the payment of the outstanding Commission). Upon first request of Registerofhotels.com, the Accommodation shall pay as further Deposit such additional amount as requested by Registerofhotels.com if the outstanding Commission exceeds the Deposit or if the Accommodation frequently fails to pay the Commission when due. At any point during the term of the Agreement, Registerofhotels.com will monitor the (payment) performance of the Accommodation and may decide to repay the Deposit to the Accommodation after review (used criteria at Registerofhotels.com 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 shall receive a confirmation for every reservation made via Registerofhotels.com, 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, address (collectively "Customer Data") and such other specific request(s) made by the Guest. Registerofhotels.com is not responsible for the correctness and completeness of the information and dates provided by Guests and Registerofhotels.com 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 RHaccess (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 and the Guest (the "Guest Reservation").

2.5.3 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.

2.5.4 Other than the fees, extra's and (sur-)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).

2.5.5 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 Registerofhotels.com. Registerofhotels.com is not responsible for and disclaims any liability in respect of such claims from the Guests. Registerofhotels.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 and a Guest, (c) provide -at the costs and expenses 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.

2.6 Overbooking and cancellation
2.6.1 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 Registerofhotels.com via Customer Service (support@registerofhotels.com; whereas the subject line of each email shall state "overbooking"). 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 Registerofhotels.com 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 Registerofhotels.com due to or caused by the overbooking. Any amount charged by Registerofhotels.com in this respect shall be paid within 14 days after receipt of the invoice.

2.6.2 The Accommodation is not allowed to cancel illegality 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.

2.7 Direct marketing to Guests
The Accommodation agrees not to specifically target Guests that have been obtained via Registerofhotels.com in either online or offline marketing promotions or solicited or unsolicited mail.

2.8 RHaccess
Registerofhotels.com will provide the Accommodation with a user ID and password which allows the Accommodation to access the RHaccess. 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 RHaccess. The Accommodation shall immediately notify Registerofhotels.com of any (suspected) security breach or improper use.

2.9 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 Registerofhotels.com upon request with a copy of such evidence). In order for Registerofhotels.com to register any cancellation, no-show or amendment of the reservation due to a Force Majeure Event, the Accommodation shall inform Registerofhotels.com within 2 business days after (a) the scheduled arrival date of the no-show or cancellation, or (b) check out, the number of days actually stayed. Registerofhotels.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 hereby grants Registerofhotels.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 as provided to Registerofhotels.com by the Accommodation pursuant to this Agreement and which are necessary for Registerofhotels.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 Information.

3.2 Registerofhotels.com may sublicense, make available, disclose and offer the Accommodation Information
Registerofhotels.com 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").

3.3 Liability
In no event shall Registerofhotels.com 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 Registerofhotels.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

4.1 Ranking
4.1.1 The order in which the Accommodation is listed on the Platforms (the "Ranking"), is determined automatically and unilaterally by Registerofhotels.com. Ranking is based on and influenced by various factors, including but not limited to the commission percentage (to be) paid 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.

4.1.2 The Accommodation has the possibility to influence its own ranking by changing the commission percentage and availability for certain periods, and continuously improving the other factors. The Accommodation shall not make any claim against Registerofhotels.com regarding the Ranking of Accommodation; 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 Ranking.

4.2 Guest reviews
4.2.1 Guests which have stayed at the Accommodation will be asked by Registerofhotels.com to comment on their stay at the Accommodation and to provide a score for certain aspects of their stay.

4.2.2 Registerofhotels.com reserves the right to post these comments and scores on the Platforms. The Accommodation acknowledges that Registerofhotels.com is a distributor (without any obligation to verify) and not a publisher of these comments.

4.2.3 Registerofhotels.com undertakes to use its best efforts to monitor and review Guest reviews in respect of obscenities or the mention of an individual‟s name. Registerofhotels.com reserves the right to refuse, edit or remove unfavourable reviews in the event that such reviews include obscenities or mention an individual‟s name.

4.2.4 Registerofhotels.com 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.

4.2.5 Registerofhotels.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 Registerofhotels.com and can be made available on such Platforms as from time to time made available to by Registerofhotels.com. Registerofhotels.com 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 Registerofhotels.com.

4.3. (Online) marketing and pay per click advertising
4.3.1 Registerofhotels.com is entitled to promote the Accommodation using the Accommodation‟s name(s) in online marketing, including email marketing and/or pay-per-click (PPC) advertising. Registerofhotels.com runs online marketing campaigns at its own costs and discretion..

4.3.2 The Accommodation is aware of the working methods of search engines, such as spidering of content and ranking of URLs. Registerofhotels.com agrees that if the Accommodation becomes aware of behaviour by Third Party Platforms that breaches the Accommodation‟s Intellectual Property Rights, then the Accommodation will notify Registerofhotels.com in writing with details of the conduct and Registerofhotels.com will use its commercially reasonable endeavours to ensure that the relevant third party takes steps to remedy the breach..

4.3.3 The Accommodation agrees not to specifically target the Registerofhotels.com brand directly through keyword purchases that use Registerofhotels.com‟s Intellectual Property Rights.

5. REPRESENTATIONS AND WARRANTIES

5.1 The Accommodation represents and warrants to Registerofhotels.com 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 Registerofhotels.com 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 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), and

(iii) the price for the rooms advertised on the Platforms correspond to the best available price for an equivalent stay with the Accommodation and a better price cannot be obtained by a Guest making a reservation with the Accommodation directly or via another (third) party or via another medium or channel.

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 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.

5.3 Representations or warranties:
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 any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

5.4 Exclusions of liability:
Registerofhotels.com 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 RHaccess.

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) (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 Accommodation shall fully indemnify, compensate and hold Registerofhotels.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 Registerofhotels.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 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 recharge of the Room Price;

(iii) 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

(iv) all claims against Registerofhotels.com in relation to or as a result of the failure of the Accommodation to 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.

6.3 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.

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 and time of registration in RHaccess. 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 Accommodation on the Platforms) or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement (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) in respect of the other Party.

7.3. Any notice or communication by Registerofhotels.com 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.

7.4 The following events shall in any event be regarded as a material breach and entitle Registerofhotels.com to immediately terminate (close) or suspend 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 RHaccess;

(iii) the Accommodation fails to maintain Information on the RHaccess 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) Registerofhotels.com 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 Registerofhotels.com staff, or

(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 Registerofhotels.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 healthy) laws and legislation).


7.5. 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. Clause 6, 8, 9 and 10 shall survive termination.

8. BOOKS AND RECORDS

8.1 The systems, books and records of Registerofhotels.com (including RHaccess, the Online Reservation 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 Registerofhotels.com under this Agreement, unless the Accommodation can provide reasonable and credible counter-evidence.

8.2 The Accommodation shall upon first request of Registerofhotels.com fully cooperate and assist Registerofhotels.com with (and disclose all reasonably requested information in respect of) the identification of the (ultimate) owner, manager and/or controller of the Accommodation.

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 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.

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 of 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 the 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 Registerofhotels.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 Accommodation. Any assignment or transfer by the Accommodation 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 email to our support ot contact e-mail support@registerofhotels.com, contact@registerofhotels.com.

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 Accommodation).

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 Parties agree and acknowledge that nothing in this Agreement shall prevent or limit Registerofhotels.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 Accommodation is established or registered under the laws of the relevant jurisdiction where the Accommodation is established or registered and for this purpose, the Accommodation waives its right to claim any other jurisdiction or applicable law to which it might have a right.

10.6 The original version of these Terms is English. 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.

10.7.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).

10.8 The Agreement only enters into force and effect upon confirmation of acceptance and approval of the Accommodation by Registerofhotels.com. By registering and signing up to the Registerofhotels.com partner programme as accommodation partner, the Accommodation agrees, acknowledges and accepts the terms and conditions of this Agreement. The Agreement does not need any chop or seal to make it valid, binding and enforceable.