General Delivery Terms

These general delivery terms (the "Terms"), supplemented by standards setting out Travelcoin.one's ethical norms and values ("Policies"), form an integral part of the Accommodation Agreement (the "Accommodation Agreement" and together with the Terms, "Agreement") entered into between an Accommodation and Travelcoin.one (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:

Accommodation” means (a) the legal entity (legal person or natural person) that is a signatory to this Agreement as well as, as the case may be, (b) the accommodation (“property”) in relation to which the legal entity is contracting and on the basis of whose location these Terms are provided and rendered applicable.

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

"Customer Service" means the customer service desk of Travelcoin.one which can be reached at hello@travelcoin.one or other such address as set out in this Agreement.

"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.

"Extranet" means the online systems of Travelcoin.one which can be accessed by the Accommodation (after identification of the username and the password), for uploading, changes, verifying, updates, and/or amendments to 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, closure of airports or any other exceptional and catastrophic event, circumstance, or emergency making it impossible, illegal, or prevents Guests from traveling 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, trademark, 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. .one, .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.

"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 brick-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 Travelcoin.one 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 (e.g. xx% off, $yy discount).

"Service" means the online hotel reservation system of Travelcoin.one 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.

"Bonification" means the act of the Travelcoin.one of rewarding the Guest by a number of TCoin tokens equivalent in value of minimum 5% of the amount paid by the guest as the price of the lodging. The Bonification will be applicable in the manner presented above only as long as the Platform will function in testing (beta) phase, afterwards becoming the subject of a new negociation.

"TCOIN token" means the crypto-asset, emitted in accordance with the proposal of the European Commission for a ”Regulation of the European Parliament and of The Council on Markets in Crypto-Assets” registered under the number 2020/0265, imposed by Travelcoin.one as a mean of ”Bonification”. 

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 (unless applicable mandatory law provides otherwise), 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 Travelcoin.one. 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, platforms, tools, or other devices, or to websites, apps, platforms, tools, or other devices of third parties. Travelcoin.one 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 a more frequent basis as may be required) and may—at any time—change via the Extranet (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 Platform shall remain the exclusive property of the Accommodation. Information provided by the Accommodation may be edited or modified by Travelcoin.one and subsequently be translated into other languages, whereas the translations remain the exclusive property of Travelcoin.one. The edited and translated content shall be for the exclusive use by Travelcoin.one on the Platform 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 Travelcoin.one.

2.1.4 Unless Travelcoin.one agrees otherwise, all changes, updates, and/or amendments to the Accommodation Information (including rates, availability, rooms) shall be made by the Accommodation directly and online through the Extranet or other such ways as Travelcoin.one may reasonably indicate. Updates and changes in respect of pictures, photos, and descriptions will be processed by Travelcoin.one as soon as reasonably possible.

2.1.5 The restrictions and conditions (including the room rates) for rooms made available for reservations on the Travelcoin.one Platform shall at all times be at arm's length and make sense to all parties involved (including consumers) (i.e. the Accommodation shall not misuse the service and system of Travelcoin.one by uploading or using excessive or extortionate rates or conditions).

2.2 Parity

2.2.1 The Accommodation shall give Travelcoin.one 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, Wi-Fi, early/late check-out), 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 any other OTA;

- 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 Platform shall at all times be in accordance with Clause 2.2.1, at arm's length and make sense for all parties involved (including consumers) (i.e. the Accommodation shall not misuse the service and system of Travelcoin.one by uploading or using excessive or extortionate rates or conditions).

Explanatory note:

Travelcoin.one undertakes investments to attract Guests to, and enable them to compare Accommodations on, its Platform. Accommodations set the prices on the Platform. Clauses 2.2.1 and 2.2.2 aim to ensure that rates and conditions posted on the Platform are competitive, so that Guests may benefit from lowered search costs and to prevent that an Accommodation would “free ride” on significant investments undertaken by Travelcoin.one.

2.2.3 Travelcoin.one shall be entitled to give an incentive with respect to the room price at its own costs. In such case, Travelcoin.one pays part of the room price on behalf of the Guest.

2.2.4 Within the spirit of this Agreement and subject at all times to Clauses 2.2.1 (to the extent applicable) and 2.1.5, the Accommodation agrees to give, for each calendar date (subject to availability) some availability for all rooms and room types and is encouraged to provide Travelcoin.one 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 fairs, congresses, and special events)).

2.3 Commission/Bonification

2.3.1 For each reservation made through the Platforms by a Guest for a Room, the Accommodation shall not pay Travelcoin.one a commission but, instead, Travelcoin.one hereby agrees to offer a reward to the Guest by a number of TCoin tokens, equivalent in value of minimum 5% of the amount paid by the guest as the price of the lodging, taken into consideration the price of the crypto-asset at that moment, established by the exchanging platforms on which it’s listed and showed accordingly on enshrined, most-referenced price-tracking websites for crypto-assets, as ”coinmarketcap.com”, ”coingecko.com”, and so on.

The Bonification is not mandatory for Travelcoin.one, who will be able to cancel it for specific guests, in the situation of unusual circumstances, which will be considered so at Travelcoin.one’s will.

2.3.2 The Accommodation is responsible for informing the Guest at the moment of arrival at the property about the Bonification; on the same time the Accommodation will provide to the Guest all the necessary information and support in order to receive the bonification, by presenting him the materials offered in advance by  Travelcoin.one (e.g. flyers, QR codes, steps to follow and so on); the Accommodation agrees to and is responsible for displaying at the front desk and in other visible places all the materials provided by Travelcoin.one regarding the Bonification.

If considered appropriate by the Accommodation, the property will provide the necessary means in order for the Guest to be able to spend the TCoin tokens at the the accommodation property, on various services or products, taken into consideration the price of the crypto-asset at that moment, established by the exchanging platforms on which it’s listed and showed accordingly on enshrined, most-referenced price-tracking websites for crypto-assets, as ”coinmarketcap.com”, ”coingecko.com”, and so on; the TCoin tokens will be accepted by The Accommodation for it’s services or products as a barter contract between the Guest and the Accomodation, the Tcoin token being categorized as a fungible/intangible asset.

The Bonification shall at all times be calculated and awarded in accordance with the confirmed booking as provided to Accommodation and confirmed by Travelcoin.one to the Guest and also by taking into consideration a proof of lodging as a house receipt, tax bill and so on, provided by the Accommodation.

Notice of any waiver of any room charge or (no-show/cancellation) fee in the event of no-show or charged cancellation, or notice of any invalid payment method for any no-show reservation or canceled reservation, must at all times be made within 48 hours after midnight on the day following the scheduled date of check-out (e.g. for check-out at 2 pm on March 1st, waiving must happen before 11:59 pm on March 3rd in Accommodation time zone).

Upon receiving the notification of waiver, Travelcoin.one will inform the Guest accordingly and the Accommodation shall promptly process the refund (if applicable).

2.3.3 The Accommodation is responsible for informing Travelcoin.one about applicable taxes (unless applicable mandatory law provides otherwise), fees, charges, and levies (and any changes thereof) which will be charged to the Guest by the Accommodation upon reservation for pre-paid or upon check-out for post-paid reservations. Unless agreed otherwise by Travelcoin.one or permitted otherwise by applicable law, the rate shown to Guests on the Platforms shall include sales tax, charges, and all other such (national, governmental, provincial, state, municipal, or local) taxes, fees, charges, or levies.

2.3.4 In the event that pursuant to (amendment or entering into force of) the applicable law, rules, and legislation applicable to the Accommodation, the rates must be shown to Guests inclusive of VAT, sales tax, and all other such (national, governmental, provincial, state, municipal, or local) taxes, fees, or levies, the Accommodation shall adjust the rates through the Extranet in accordance with the terms of Clause 2.1.2 and 2.1.4 as soon as possible, but in any event within 5 business days after (i) amendment or entering into force of the relevant law, rules, and legislation in this respect applicable to such Accommodation, or (ii) notification thereof by Travelcoin.one.

2.3.5 The Extranet shows details of all reservations made at the Accommodation through the Platforms and the corresponding Bonification. Following the end of a month, Travelcoin.one shall make its best efforts to promptly make an online reservation statement (the "Online Reservation Statement") available on the Extranet to the Accommodation showing the reservations of all Guests whose date of departure fell in the previous month.

2.4 Bonification Granting

2.4.1  . In the event of a dispute between Travelcoin.one and the Accommodation (e.g. on the amount of the Bonification granted), any undisputed amount of the Bonification will be granted in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute.

2.4.2 In the case of not respecting the obligation of informing the Guest at the moment of arrival at the property about the Bonification or  not to provide to the Guest all the necessary information in order to receive the bonification, by presenting him the materials offered in advance by  Travelcoin.one or not to display at the front desk and in other visible places all the materials provided by Travelcoin.one regarding the Bonification, as mentioned in the 2.3.2 provision from above, Travelcoin.one 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 deposit, bank guarantee, or other form of financial security from the Accommodation.

2.5 Reservation, Guest Reservation, complaints, and We Price Match

2.5.1 The parties of the present Agreement affirm that they are aware of the present state of the Platform, which is in the trial (beta) period; in this period some features and functionalityes might not work or might be affected by technical bugs, which will be managed by Travelcoin.one in the best possible manner.

In the trial (beta) period The Accomodation and The Guest have the obligation to assure the reservation by entering in direct communication contact.

When a reservation is made by a Guest through the Platform, the Accommodation shall receive a confirmation for every reservation made via Travelcoin.one, 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, and (if applicable) credit card details (collectively "Customer Data") and other such specific request(s) made by the Guest. Travelcoin.one is not responsible for the correctness and completeness of the information (including credit card details) and dates provided by Guests and Travelcoin.one 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 Extranet (the status of) the reservations made. The Accommodation acknowledges that credit card details are only kept by Travelcoin.one for a limited period of time.

2.5.2 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.

2.5.3 Other than the fees, extras, and (sur-)charges as set out in the confirmed booking sent by Travelcoin.one to the Guest, 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).

2.5.4 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 from Travelcoin.one. Travelcoin.one is not responsible for and disclaims any liability in respect of such claims from the Guests. Travelcoin.one may at all times and at its sole discretion (a) offer customer (support) services to a Guest, (b) act as intermediary 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 a double-booking 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.

2.5.6 In the event of a valid claim of a Guest under We Price Match, Travelcoin.one 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 Travelcoin.one is entitled to Rate and Conditions Parity, the Accommodation shall immediately adjust—to the extent applicable—the rate(s) made available at the Travelcoin.one 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. 

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 Travelcoin.one via Customer Service (in accordance with the overbooking procedure of Travelcoin.one as from time to time made available by Travelcoin.one in the Partner Support Center). Unless Travelcoin.one has arranged for alternative accommodation (to be verified by the Accommodation with Travelcoin.one), the Accommodation will make its best effort 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 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 Travelcoin.one due to or caused by the overbooking. Any amount charged by Travelcoin.one in this respect shall be paid within 14 days after receipt of the invoice.

2.6.2 The Accommodation is not allowed to cancel any online reservation. In the event of (alleged or suspected) fraudulent activities (e.g. in respect of reservations, credit card fraud, money laundering, or payment of room price), Travelcoin.one reserves the right to cancel the relevant reservation(s) and (in the event of any facilitated payment) withhold, suspend, or cancel the transfer of any relevant funds to the Accommodation, or charge back the relevant funds from the Accommodation, and shall inform the Accommodation accordingly.

2.6.3 Cancellations made by Guests before the time and date beyond which a cancellation fee applies will not attract any payments. Cancellations made by Guests after the time and date beyond which a cancellation fee applies will attract the Bonification in accordance with the terms of this Agreement.

2.7 Credit Card guarantee

2.7.1 Where credit card details have been provided to the Accommodation, and save for reservations paid through Facilitated Payment (in which event this Clause 2.7 is not applicable), guarantee of the booking is based on the credit card details provided by the Guest or the person responsible for the booking. The Accommodation shall at all times accept all major credit cards (including MasterCard, Visa, and American Express) to guarantee a booking. The Accommodation is responsible for the verification of the validity of these credit card details, the (pre-)authorization of the credit card and the limit of credit on the date of the overnight stay(s) booked. The Accommodation shall upon receipt of a booking promptly verify and pre-authorize the credit card. If the credit card offers no guarantee, the Accommodation will immediately notify Travelcoin.one, which subsequently invites the Guest to guarantee the booking by an alternative method. If the Guest is unable or unwilling to do this, Travelcoin.one may cancel the booking upon request of the Accommodation. If the credit card (or any alternative guarantee made by the Guest) is not effective or valid for any reason, this shall always be at the risk and for the account of the Accommodation. Bookings which are canceled by Travelcoin.one pursuant to this Clause 2.7.1 will not attract any Bonification.

2.7.2 The Accommodation that wishes to take payment from the credit card before the date of check-in must ensure that the up-front payment condition (including the (special) rate restrictions, terms, and conditions for or connected with such pre-payment) are clearly explained to Guests in the information made available to the Guest prior to making a reservation and included in the Accommodation Information.

2.7.3 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.

2.7.4 In the event of offering rooms at cash payment only, no credit card details will be made available by Travelcoin.one to the Accommodation (each a "Cash-only Accommodation" or "COA") as guarantee for the booking.

2.8 Data Privacy, Messaging, and Usage

The Accommodation understands and agrees that the Travelcoin.one Data Privacy and Messaging Guidelines apply and form an integral part of this Agreement. The Travelcoin.one Data Privacy and Messaging Guidelines are set out in Annex 1.

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 Travelcoin.one upon request with a copy of such evidence). In order for t Travelcoin.one to register any cancellation, no-show, or amendment of the reservation due to a Force Majeure Event, the Accommodation shall inform Travelcoin.one 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. 

3. LICENSE & DATA

3.1 The Accommodation hereby grants Travelcoin.one 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 Travelcoin.one by the Accommodation pursuant to this Agreement and which are necessary for Travelcoin.one 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 Travelcoin.one 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").

Explanatory notes:

1. Travelcoin.one may have arrangements with affiliated companies and business partners which arrangements entail a.o. the display of the (content of the) Platform on the affiliated companies’ and business partners’ own websites.

2. The data Travelcoin.one collects in regards to an Accommodation (including its staff members, agents, representatives, and other individuals) or which is generated by the Accommodations’ use of the Platform depends on the context of the business relationship and interaction with Travelcoin.one, the choices made by an Accommodation and the products, services, and features used, and may include personal data. Such data may include Accommodation Information, contact details, financial data, partner service data, partner marketing, verification details*, information on insolvencies*, fraud detection*, law enforcement and tax authority requests*, and product usage data and analytics*. The Accommodation has access to such data through the Extranet or any other communication channel, provided that Accommodations have no access to the categories of data followed by an asterisk above.

3. The data Travelcoin.one collects in regards to a Guest depends on the context of the interaction with Travelcoin.one, the choices made by a Guest, and the products, services, and features used. Such data may include reservation details, payment data, account data, customer service data, reviews, guest marketing, and product usage data and analytics. The Accommodation has access to the relevant reservation details, payment data (where necessary), customer service data (where necessary), reviews and product usage data, and analytics (in aggregated form) through the Extranet or any other communication channel.

4. Travelcoin.one has access to the data mentioned above (explanatory notes 2 and 3) for at least the following purposes: registration and account administration, customer service, marketing, and service updates, to enable messaging tools, collect analytics for service improvement and research, security, fraud detection and prevention, and for legal and compliance purposes. A data sharing opt-out mechanism may be available to the Accommodation directly (e.g. in the Accommodation’s account settings) where the provision of such data to third parties is not necessary for the proper functioning of the Platform. 

5. More information on how Travelcoin.one collects, uses, shares, or otherwise processes (personal) data can be found in the Privacy Statement for Business Partners (see Clause 2.3 of Annex 1) as well as the Privacy Statement for Guests, both documents may be updated from time to time.

3.3 In no event shall Travelcoin.one 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 Travelcoin.one (which has the right and not the obligation) to disable and disconnect from such Third-Party Platforms, or (ii) termination of this Agreement, all in accordance with the terms of this Agreement.

4. RANKING, GUEST REVIEWS, MARKETING, AND FACILITATED PAYMENT

4.1 Ranking

Explanatory notes:

4.1.1 Travelcoin.one aims to display search results that are relevant for each specific Guest by providing a personalized default ranking of Accommodations on its Platform. Guests can scroll through this default ranking, use filters, and sort by alternative ranking orders, and thus have the ability to influence the presentation of search results to receive a ranking order based on other criteria. Travelcoin.one uses multiple algorithms to produce default ranking results, which is a constantly evolving process.

4.1.2 Travelcoin.one has identified the following parameters to be most closely correlated with a Guest finding a suitable Accommodation and thus prioritizes such parameters in the algorithms (main parameters): The Guest’s personal search history, the rate of “click through” from the search page to the hotel page ("CTR"), the number of bookings related to the number of visits to the relevant Accommodation page on the Platform ("Conversion"), gross (including cancellations) and net (excluding cancellations) bookings of an Accommodation. Conversion and CTR may be affected by various (stand-alone) factors including review scores (both aggregated scores and components), availability, policies, (competitive) pricing, quality of content, and certain features of the Accommodation.

4.2 Guest reviews

4.2.1 Guests who have stayed at the Accommodation will be asked by Travelcoin.one to comment on their stay at the Accommodation and to provide a score for certain aspects of their stay.

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

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

4.2.4 Travelcoin.one will not enter into any discussion, negotiation, or correspondence with the Accommodation in respect of (the content or consequences of the publication or distribution of) the Guest reviews.

4.2.5 Travelcoin.one 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 Travelcoin.one and can be made available on such Platforms as from time to time made available to by Travelcoin.one. Travelcoin.one exclusively retains ownership of all rights, titles, 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 Travelcoin.one.

4.3 (Online) marketing and PPC advertising

4.3.1 Travelcoin.one 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. Travelcoin.one 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. Travelcoin.one agrees that if the Accommodation becomes aware of behavior by Third Party Platforms that breaches the Accommodation’s Intellectual Property Rights, then the Accommodation will notify Travelcoin.one in writing with details of the conduct and Travelcoin.one will use its commercially reasonable endeavors to ensure that the relevant third party takes steps to remedy the breach.

4.3.3 The Accommodation agrees not to use, display, benefit from, include, utilize, refer to, or specifically target the Travelcoin.one brand/logo (including trade name, trademark, service mark, or other similar indicia of identity or source) for price comparison purposes or any other purposes (whether on the Accommodation platform or any third-party platform, system, or engine or otherwise), unless approved in writing by Travelcoin.one. The Accommodation shall not (directly or indirectly) use or create any (pay-per-click) advertisement on (meta)search sites which advertisement (re)directs and links to the relevant Accommodation landing page on the Platforms where the Accommodation is advertised, promoted, and/or included (no double serving). The Accommodation shall be entitled to bid on or use the Travelcoin.one brand for its own web marketing (PPC) advertising.

4.4 Facilitated Payment

The Accommodation hereby agrees, acknowledges, and accepts (and hereby acknowledges the receipt of) the Facilitated Payment Terms (as set out in Annex 2 and as may be amended from time to time with 15 days prior written notice) for the facilitation of payment of the room price by the Guest to the Accommodation and settlement of the Bonification (all as applicable).

5. REPRESENTATIONS AND WARRANTIES

5.1 The Accommodation represents and warrants to Travelcoin.one 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 Travelcoin.one 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 authorizations, 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 Accommodation is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other accommodation provider;

(iv) the Accommodation shall not, except with express prior written approval by Travelcoin.one, sell or offer for sale on the Platform any package as meant in (national laws implementing, relating to, or similar in substance to) the Directive (EU) 2015/2302 of the European Parliament and of the Council of November 25, 2015 on package travel and linked travel arrangements (the "PTD");

(v) except where the Accommodation (meaning: “property”) is located in a Specific No Parity Country (in which case Clause 5.1 (iii) does not apply), or where the Accommodation is incorporated in a Wide Parity Country (in which case the wording of Clause 5.1 (iii) is deleted and replaced by the respective wording in Annex 4), the rate 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;

(vi) 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) sanctioned parties/persons, and/or

(c) parties/persons which/who are (i) guilty of or (ii) have entered into a non-prosecution or deferred prosecution arrangement in which they have admitted to participating in money laundering, tax evasion, bribery, financial crime, fraud, or corruption.

The Accommodation shall immediately notify Travelcoin.one in the event of an actual or suspected breach of this Clause 5.1 paragraph (vi); and

(vii) the Accommodation:

(a) respects the human rights of its staff and customers and does not employ child labor, forced labor, unsafe working conditions;

(b) does not engage in or allow discrimination on the basis of race, religion, disability, or gender, or cruel or abusive disciplinary practices in the Accommodation;

(c) pays each employee at least the relevant minimum wage and provides all legally mandated benefits and complies with the laws on working hours and employment rights in the jurisdiction where the Accommodation operates; and

(d) shall not hold any person in slavery or servitude, or arrange or facilitate the travel or stay of another person with a view to that person being exploited.

The Accommodation shall encourage compliance with the standards set out in this Clause 5.1 paragraph (vii) by any supplier of goods or services that it uses in performing its obligations under this Agreement.

5.2 Each Party represents and warrants to the other Party that for the term of this Agreement:

(i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;

(ii) it has taken all corporate action required by it to authorize the execution and performance of this Agreement;

(iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms; and

(iv) it complies in all material respects with all applicable governmental laws, codes, regulations, ordinances, and rules of the country, state, or municipality under which law the relevant Party is incorporated (and in regards to the Accommodation, also the jurisdiction where the property is located) with respect to the products (to be) offered and/or services (to be) rendered by such Party.

5.3 Except as otherwise expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of this Agreement, and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

5.4 Travelcoin.one 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. Travelcoin.one provides (and the Accommodation accepts) the Service, the Platform, and the Extranet on an "as is" and "as available" basis, and Travelcoin.one may make changes to its service, the Platform, and the Extranet at all times.

6. INDEMNIFICATION AND LIABILITY

6.1 Each Party (the "Indemnifying Party") shall be liable toward, 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 Rights by the Indemnifying Party.

6.2 The Accommodation shall fully indemnify, compensate, and hold Travelcoin.one (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 Travelcoin.one (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) canceled or wrong reservations, or repayment, refund, or chargeback of the Room Price;

(iii) except where the Accommodation (meaning: “property”) is located in a Specific No Parity Country (in which case this Clause 6.2 (iii) does not apply), or where the Accommodation (meaning: “property”) is located in a Wide Parity Country (in which case the wording of this Clause 6.2 (iii) is deleted and replaced by the respective wording in Annex 4), to the extent that any claims under or pursuant to the We Price Match for a rate in which respect Travelcoin.one 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, willful 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;

(v) all claims (including costs, expenses, interest, fines, and other liabilities) against or incurred by Travelcoin.one in relation to or as a result of (1) the failure or negligence of the Accommodation to timely, correctly, and accurately (a) register with relevant tax authorities, or (b) pay, collect, remit, or withhold any applicable taxes, fees, and (sur)charges levied or based on the services or other charges hereunder in the relevant jurisdiction (including room price (and other amounts collected or processed under this Agreement) and commission payments), or (2) tax claims and liabilities put on or assigned to Travelcoin.one for taxes for which the Accommodation is responsible or liable, or where the obligation to pay, collect, withhold, and remit is by law put on Travelcoin.one for, on behalf, or instead of the Accommodation; and

(vi) all (1) (alleged) monetary and non-monetary claims from Guests arising under, from, or in connection with (national laws implementing, relating to, or similar in substance to) the PTD, and (2) obligations that Travelcoin.one has, or reasonably deems to have, further to (national laws implementing, relating to, or similar in substance to) the PTD; and

(vii) all (alleged) monetary and non-monetary claims from third parties in connection with the Accommodation’s representations, warranties, and obligations ensuing from Annex 1.

6.3 Unless 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 100,000 EUR unless in the event of tort, fraud, willful misconduct, gross negligence, deliberate non-disclosure, or deliberate deception on the part of the liable Party (i.e., the Indemnifying Party), in which event the limitation of liability is not applicable for such liable Party. Parties agree and acknowledge that none of the limitations of liability set out in Clause 6 shall apply to any of the indemnifications 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 defense (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment, or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed, or conditioned).

6.5 In no event shall any Party be liable to any other Party for any indirect, special, punitive, incidental, or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are (alleged as) a result of a breach of contract, tort, or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed.

6.6 Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any breach of this Agreement and without prejudice to any other rights and remedies otherwise available to the other Party, each Party will be entitled to injunctive relief and specific performance.

7. TERM, TERMINATION, AND SUSPENSION

7.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for an 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.

7.2 Each Party may terminate this Agreement with immediate effect in the event of (i) a legal or regulatory obligation, (ii) an imperative reason under applicable law, (iii) a repeated infringement of this Agreement, or (iv) a material breach, including but not limited to instances of illicit or inappropriate content, fraud, or data breaches.

7.3 Without prejudice to Clauses 7.1 and 7.2, by a notice in writing which includes a statement of reasons Travelcoin.one may (i) suspend (all or parts of its obligations, covenants, and undertakings under) this Agreement with immediate effect and/or (ii) terminate this Agreement (and Travelcoin.one may close its Platform for the Accommodation) observing a notice period of 30 calendar days, in case of:

(a) a (reasonably anticipated or suspected) breach by the Accommodation of any term of this Agreement;

(b) (a filing or submission of a request for) bankruptcy, insolvency, or suspension of payment (or a similar action or event) in respect of the Accommodation; or

(c) any of the following (reasonably anticipated or suspected) events or circumstances:

(i) failure to grant any of the Bonifications information resulting from the present agreement; 

 (ii) the provision of inaccurate, outdated, incomplete, incorrect, misleading, or fraudulent information by the Accommodation, including posting Accommodation Information of any of such nature on the Extranet;

(iii) failure to accept a reservation at the price and/or conditions shown on a reservation or non-adherence to the agreed price and/or conditions of a reservation;

(iv) the Accommodation overcharges a Guest;

(vi) the Accommodation misuses a Guest’s (credit card) data in any way (e.g. by charging a Guest’s credit card prior to check-in without the Guest’s prior consent) or a data breach occurs;

(vii) a serious complaint from one or more Guest(s) or a third party;

(viii) repeated poor ratings or reviews;

(ix) the Accommodation (directly or indirectly) manipulates or attempts to manipulate a reservation or the functioning of the Platform (e.g. by manipulating Guest reviews);

(x) any safety, security, 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 Travelcoin.one 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);

(xi) the Accommodation (including a party that (directly or indirectly) holds or controls the Accommodation or is (directly or indirectly) held or controlled by the Accommodation) terminates a contract with any of Travelcoin.one’s affiliated group companies (a) without proving cause and/or (b) for convenience;

(xii) any of Travelcoin.one’s affiliated group companies is legally entitled to terminate a contract for cause with the same Accommodation (including a party that (directly or indirectly) holds or controls the Accommodation or is (directly or indirectly) held or controlled by the Accommodation);

(xiii) breach of contract of (including act or event of default or failure to perform any obligation under) any other agreement between Travelcoin.one 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;

(xiv) conduct by the Accommodation which is not compatible with Travelcoin.one’s global business model, technology, or Policies;

(xv) Travelcoin.one reasonably believes that action is necessary, a.o. to protect the personal safety or property of Travelcoin.one, Guests, or third parties and to prevent inappropriate, unlawful, or unprofessional (physical and/or non-physical) behavior and/or acting in bad faith, fraud, or any other unacceptable activity;

(xvi) Travelcoin.one reasonably believes that the Accommodation is in breach of any of its representations in Clauses 5.1(vi), 5.1(vii), 5.2(iv), and 11.10, or its obligations set out in Clauses 11.7 and 11.8; or

(xvii) failure by the Accommodation to provide Travelcoin.one with such information, documents, or other evidence that Travelcoin.one reasonably requests from time to time in connection with its due diligence processes (including, for the avoidance of doubt, due diligence processes aimed at ensuring Travelcoin.one's compliance with anti-bribery, sanctions, anti-tax evasion/facilitation of tax evasion and anti-financial crime requirements).

7.4 Any notice or communication by Travelcoin.one 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 honor outstanding reservations for Guests and shall pay all commissions (plus costs, expenses, interest if applicable) due on those reservations in accordance with the terms of this Agreement. Upon termination or suspension of the Agreement and notwithstandingn Travelcoin.one’s right to (permanently) remove the Accommodation from the Platform, Travelcoin.one shall be entitled to keep and maintain the Accommodation page available on the Platform, but close availability (status: “closed operations”) pending full and final payment of any due and outstanding amounts (including (future) commission).

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 2.4, 6, 7.6, 8, 9, and 10 (and other such clauses that by nature survive termination) shall all survive termination.

7.6 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 or used 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. BOOKS AND RECORDS

8.1 The systems, books, and records of Travelcoin.one (including Extranet, the Online Reservation Statement, Financial Systems of Booking, 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 Travelcoin.one under this Agreement, unless the Accommodation can provide reasonable and credible counter-evidence.

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

8.3 Travelcoin.one and its authorized advisers and representatives may audit the Accommodation's compliance with the terms of this Agreement, including but not limited to the accuracy of any Guest invoice envisaged under this Agreement. The Accommodation shall provide assistance in a timely manner to Travelcoin.one or its authorized advisers or representative in carrying out such an audit, and in particular, shall provide Travelcoin.one with reasonable access to all relevant books, records, premises, personnel, and other information relevant to the Accommodation's performance of this Agreement, in each case at no cost to Travelcoin.one. Should Travelcoin.one incur costs in conducting the audit over and above the cost of a routine audit, Travelcoin.one reserves the right to pass the additional costs of the audit onto the Accommodation.

9. CONFIDENTIALITY & INFORMATION SHARING

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 other such 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, unless stipulated otherwise in this Clause 9, (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 or any other Confidential Information in confidence to an affiliated (group) company. For the avoidance of doubt, Travelcoin.one shall be entitled to disclose any information regarding the Accommodation and the Accommodation’s employees, agents, representatives, and staff members to any Group company in accordance with its Privacy Statement for Business Partners. Such information may include but is not limited to Confidential Information and information about the Accommodation’s performance of this Agreement including its compliance with the Policies.

10. DISPUTE RESOLUTION

10.1 Applicable law and forum

Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the Romania. 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 Pitesti, Romania.

10.2 Internal complaint mechanism

Travelcoin.one has an internal complaint handling system in place. Accommodations may, depending on the type of complaint, access such internal complaint handling system through (a) the Extranet, (b) Partner Help Center, (c) Travelcoin.one’s customer service support, (d) finance department, or (e) if applicable, their dedicated Account representative. Accommodations may find more detailed information, including how to submit complaints, on the Extranet and the Partner Help Center.

10.3 Mediation

10.3.1 Travelcoin.one prefers to resolve disagreements and disputes with the Accommodation through its internal complaint handling system set out in article 10.2, since this offers the most expedient and cost-effective solution to both parties. 

10.3.2 The mediation shall take place in English (in accordance with article 11.7).

10.3.3 The mediation shall be conducted remotely with the use of communication technologies.

10.3.4 Travelcoin.one shall bear a reasonable proportion of the total cost of the mediation. Such reasonable proportion shall be 50% of the total costs of mediation. Parties may agree on a different cost allocation, which may be based on a suggestion by the mediator.

10.3.5 Travelcoin.one and Accommodation shall sign a mediation agreement at the start of the mediation. The mediator shall propose the wording of the mediation agreement.

10.3.6 Notwithstanding the voluntary nature of the mediation, Travelcoin.one and the Accommodation shall engage in good faith throughout the mediation.

11. COMPLIANCE & MISCELLANEOUS

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 Travelcoin.one 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, novation, 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 or online, and sent by fax, email, or nationally recognized overnight air courier to the applicable fax number or address set out in the Agreement or through the Extranet Inbox (Notes/Actions) as available to the Accommodation.

11.3 This Agreement (including the schedules, annexes, and appendixes and the Policies, 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). Parties cannot derive any rights or obligations from explanatory notes as included in this Agreement.

11.4 In case of conflict between these Terms and the applicable Annex, the applicable Annex shall prevail. 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.

11.5 Nothing in this Agreement shall prevent or limit Travelcoin.one 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.

11.6 The original English version of these Terms may have been translated into other languages. The translated version of the English Terms is only a courtesy and office translation, and the Accommodation cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of this Agreement or in the event of a conflict, ambiguity, inconsistency, or discrepancy between the English version and any other language version of these Terms, the English language version shall prevail, apply, and be binding and conclusive. The English version shall be used in legal proceedings, including in the internal complaint mechanism and in mediation (Clauses 10.2 and 10.3).

11.7 The Accommodation shall comply with the standards and principles set out in the Policies, which may include participating in training at Travelcoin.one reasonable request or otherwise expressly confirming adherence to the Policies.

11.8 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, these Terms and/or the Agreement, either Party (including its employees, directors, officers, agents, or other representatives) shall

i. not, directly or indirectly,

offer, promise, or give to any third party (including any government official or political party's official, representative or candidate),

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;

(a) commit an offence (or facilitate, aid, abet, counsel, or procure the commission of an offence) of cheating the public revenue or being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of any tax;

(b) engage in any activity which may constitute an offense under applicable laws prohibiting dealings with the proceeds of crime and/or the financing of terrorism; or

(c) take any action that would breach (and/or, in the case of the Accommodation, would place Travelcoin.one in breach of) applicable sanctions restrictions (including, for the avoidance of doubt, those established by the UN, EU, UK, US and any other territory with jurisdiction over the relevant Party); and

ii. comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and the Criminal Finances Act 2017, and such other applicable laws, statutes, regulations relating to anti-bribery, anti-tax evasion/facilitation of tax evasion, anti-corruption, and anti-financial crimes applying in the countries in which it has a place of business (“anti-bribery/anti-tax evasion/facilitation of tax evasion/anti-financial crimes requirements”),

iii. put in place and maintain its own policies and procedures to ensure compliance with the relevant anti-bribery, sanctions, and anti-tax evasion/facilitation of tax evasion/anti-financial crimes requirements and will enforce them where appropriate; and

iv. provide appropriate training to its personnel on compliance with anti-bribery, sanctions, and anti-tax evasion/facilitation of tax evasion/anti-financial crimes requirements, policies, and procedures.

The Accommodation shall immediately notify Travelcoin.one in the event of an actual or suspected breach (whether by the Accommodation or by any of its employees, directors, officers, agents, or other representatives) of this Clause 11.8.

11.9 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 Travelcoin.one. By registering and signing up to the Travelcoin.one partner program as an 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.

11.10 Due to applicable anti-money laundering, anti-corruption, anti-terrorists financing, anti-tax evasion, and any other anti-financial crime laws and legislation, Travelcoin.one 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 (meaning: 'legal entity') is located and (but in any event) insofar as 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-terrorist financing, anti-tax evasion, or any other anti-financial crime law, treaty, regulation, code, or legislation, and

(iv) the Bank Account is not (directly or indirectly) used for money laundering, terrorist financing, tax evasion (or the facilitation thereof), tax avoidance, breaches of financial sanctions, financial crime, or other illegal activities.

The Accommodation shall immediately notify Travelcoin.one in the event of an actual or suspected breach of this clause 11.10.

The Accommodation hereby agrees to fully compensate and indemnify Travelcoin.one for all damages, losses, claims, penalties, fines, costs, and expenses suffered, paid, or incurred by Travelcoin.one (or any of its affiliated group companies (including any of its/their directors, officers, employees, agents, or representatives)) for any (threatening or alleged) claim (including penalty) from any government, authority, organization, company, party, or person that the payment to, through, or from the Bank Account is illegal or a violation of any applicable (anti-corruption/anti-money laundering/anti-tax evasion/anti-terrorists financing) laws, regulations, codes, or legislation.

11.11 Travelcoin.one and/or its affiliated companies may offer financial products and/or services ancillary to the Guest’s Reservation on the Platform (e.g. room cancellation insurance products). The Accommodation may not offer similar financial products on the Platform.

11.12 Travelcoin.one may from time to time update and adjust the General Delivery Terms (including the Annexes), subject to prior communication (e.g. email or system notice) to the Accommodation with due observance of a notice period of 15 days (in which notice period the Accommodation may terminate the Agreement). Any updated or adjusted version shall replace and supersede the existing (current) version with such effect as set out in the notice of update/replacement.

Annex 1

DATA PRIVACY AND MESSAGING GUIDELINES

These Data Privacy and Messaging Guidelines (the "Guidelines") set forth the terms and conditions under which Travelcoin.one provides its service to and for the benefit of Accommodations. By using the Travelcoin.one services, the Accommodation agrees to and accepts the following Guidelines.

1. SCOPE, DEFINITIONS, AND INTERPRETATION

1.1 These Guidelines form an integral part of the agreement between the Accommodation and Travelcoin.one (including any applicable general delivery terms (the "GDTs") and collectively with the agreement, the "Agreement")) and must be read in conjunction therewith. Except as otherwise provided for herein, the terms and conditions of the Agreement remain unchanged and in full force and effect. If there is conflict between this Guideline and the Agreement, the terms of the Guidelines will prevail. The Accommodation is aware that the Travelcoin.one online services are operated by Bastone Network LLC, located in Bascov, Arges county, Romania.

1.2 Unless defined otherwise in these Guidelines, capitalized terms have the same meaning as set out in the Agreement.

2. DATA PRIVACY

2.1 Each Party shall take reasonable steps to protect personal data (i.e., information that relates to an identified or identifiable natural person) processed in the context of the Agreement against loss and unauthorized access, use, deletion, and disclosure; and, as required by applicable laws, process personal data in a manner that ensures appropriate confidentiality and security of the personal data.

2.2 The Accommodation acknowledges that it is responsible for the handling and security of the personal data it holds and processes within the context of the Agreement and Travelcoin.one acknowledges that it is responsible for the handling and security of the personal data it processes within the context of the Agreement. Accommodation shall provide personal data to Travelcoin.one only if such disclosure is permitted under applicable laws. Travelcoin.one shall be a data controller (i.e. determine the purposes and means of the data processing) for any personal data it processes. Accommodation shall become data controller upon receipt of the personal data either directly or indirectly through a connectivity partner. Unless agreed otherwise, connectivity partners handle personal data on behalf of an Accommodation. Each Party shall be solely responsible for the processing of personal data by itself or on its behalf in accordance with applicable data protection laws. The Parties shall, if required by applicable laws, cooperate in good faith and provide assistance in the event data subjects wish to exercise their rights of access, correction, erasure, or portability, or in case of requests from competent authorities to demonstrate compliance with obligations applicable to the Party.

2.3 To the extent Travelcoin.one processes personal data that is not Guest data in association with the Agreement, such personal data shall be processed by Travelcoin.one in accordance with the Travelcoin.one Privacy Statement applicable to Accommodations, which can be found on www.tavelcoin.one. The Accommodation warrants that it has, as required by applicable laws, duly and diligently informed (and as required by applicable laws, obtained consents from) its staff members, agents, representatives, and other individuals about the processing of their personal data by Travelcoin.one and the cross-border transfer of their personal data to countries that do not provide for adequate protection of rights of personal data subjects.

2.4 Accommodation shall process personal data that Accommodation received from Travelcoin.one as part of the Services under the Agreement only so far as necessary to perform the requested reservation services, or as otherwise agreed to between the Parties in writing, in accordance with applicable law, including (if applicable) the EU General Data Protection Regulation (EU) 2016/679 and/or Directive 2002/58/EC (each as amended or replaced by subsequent legal acts), or if Accommodation has obtained explicit consent from the Guest to any other use of Guest’s personal data.

2.5 If the Accommodation will or intends to notify Guests or other parties (e.g. competent data protection and/or government authorities) of a data breach (any discovered or suspected incident resulting in accidental, unlawful, or unauthorized destruction of, loss of, alteration of, access to, disclosure of, or use of personal data) involving personal data received by the Accommodation from Travelcoin.one, and the notification will reference Travelcoin.one, Accommodation shall first, to the extent permitted by law, provide any draft notification and related correspondence to Travelcoin.one and reasonably cooperate with Travelcoin.one in finalizing such notification and correspondence and other communication that may follow with the Guests or authorities. Accommodation acknowledges that Travelcoin.one retains the right to voluntarily inform its users about any such data breach. For the avoidance of doubt, Accommodation shall not notify Guests or other parties of a data breach involving personal data that Travelcoin.one hosts on the Extranet (defined in 4.2) without prior written authorization from Travelcoin.one.

2.6 The Accommodation may request that Travelcoin.one discloses personal data related to Guest reservations to other partners, service providers, or affiliates of the Accommodation (“Accommodation Partners”), or to systems where such personal data may be accessed by Accommodation Partners, in order to manage or facilitate the reservation between the Guest and the Accommodation. Any such disclosure is made solely on behalf of and at the instruction of the Accommodation, which instructions the Accommodation may modify at any time, and shall not be construed to be a disclosure made by. Travelcoin.one The Accommodation represents and warrants that it has all necessary rights, authorizations, and permissions to disclose such personal data to these Accommodation Partners.

3. MESSAGING TOOLS

Travelcoin.one may from time to time, as part of its service to the Guest and Accommodation, facilitate the communication between the Guest and the Accommodation (the "Messaging Service") using tools provided by Travelcoin.one. 

4. USE OF TRAVELCOIN.ONE ONLINE SERVICES

4.1 Notwithstanding anything to the contrary in the Agreement, Accommodation agrees to comply and have individuals acting on its behalf comply with the Travelcoin.one Business Partner Account Terms of Use, as made available on www.travelcoin.one.

4.2 Travelcoin.one may offer an extranet facility to the Accommodation (the "Extranet"). The Accommodation shall safeguard and keep the user ID and password confidential and secure, and shall not disclose the user ID or password to any person other than those who need to have access to the Extranet to fulfill their job responsibilities. The Accommodation shall notify Travelcoin.one promptly and no later than within 24 hours of any actual or suspected breach of security or confidentiality involving the user ID and password used to access the Travelcoin.one Extranet.

4.3 The Accommodation agrees not to use the Messaging Service to send unsolicited electronic communications to any individual. Accommodation will fully indemnify Travelcoin.one for any claims of third parties or fines resulting from unlawful or unauthorized use of the Messaging Service by Accommodation for its own purposes.

5. PAYMENT CARD SECURITY

To the extent the Accommodation processes payment card information obtained by the Accommodation through the Travelcoin.one reservation services, 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 set forth in the current Payment Card Industry (PCI) Data Security Standard issued by the major credit card companies.

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