1. Provision of HOTELS100 Inventory: HOTELS100 will make available the HOTELS100 Inventory to Client for the Price per the terms and conditions set out in this Agreement. Client will acquire HOTELS100 Inventory subject to the terms and conditions on the Website, and it is Client's responsibility to review all such terms and conditions and advise Client’s Customers of such terms and conditions.
2. Client Terms and Conditions: Client will ensure that the terms and conditions upon which it sells the HOTELS100 Inventory to Client Customers specify that:
(i) Any Client Customer Complaints that are unresolved by the hotel, must be communicated to Client in writing within 10 days from the end of the Client Customer's intended stay period at the hotel;
(ii) Client’s Customers will receive a confirmation of services’ booking and payment for the HOTELS100 Inventory from Client, and Client’s Customers should not be charged by hotel for the HOTELS100 Inventory and will only be charged by hotel for any additional services supplied to Client’s Customers that are not comprised in the HOTELS100 Inventory; and
(iii) Client & HOTELS100 are entitled to transmit information relating to the Client Customer between each other and to the hotel for the purpose of securing the booking of HOTELS100 Inventory for the Client Customer.
3. Client Customer Complaints: Client will report any Client Customer Complaints to HOTELS100 in writing within 14 days of the receipt of the Client Customer Complaint and will work co-operatively with HOTELS100 and the hotel to resolve any such Client Customer Complaints.
4. Booking process: Client: If Client wishes to acquire the HOTELS100 Inventory, it must offer to acquire that HOTELS100 Inventory by making a booking via the booking System. A booking by Client will only be accepted by HOTELS100 and the HOTELS100 Inventory will be acquired by Client, when HOTELS100 provides Client with a copy of the confirmation of its booking. Client may request a cancellation of a booking if Client’s Customer cancels a booking with Client or for any other reason, and, if a booking is cancelled, Client will be liable for the Cancellation Fee.
5. Booking process: HOTELS100: HOTELS100 is authorized to transmit Client’s Customer’s information to hotels, hotel operators and/or intermediaries for the purpose of securing the HOTELS100 Inventory and the booking for Client and/or the Client’s Customer. Other than as specified in this agreement or as required by law, information provided to HOTELS100 through the booking system by Client will be kept strictly confidential by HOTELS100. HOTELS100 is entitled in its sole discretion to refuse a booking request from Client if it believes for any reason that Client is not making a bona fide Booking, including because HOTELS100 determines in its sole discretion that any Client Customer is not making a bona fide booking with Client.HOTELS100 reserves, at our absolute discretion, the right to cancel FIT bookings made by the agency if they appear to have been made for the purpose of "holding space" for future sale or otherwise made in bad faith or contrary to this agreement. HOTELS100 reserves the right to cancel any booking in case of a price loading error which results in an unrealistic booking value. If this agreement is terminated for any reason, and the Price has been paid by Client, HOTELS100 will take all reasonable steps to ensure that Bookings of HOTELS100 Inventory made by Client prior to the Termination Date are honored, and to ensure that the terms and conditions of this agreement shall remain in effect for the purposes of any such Bookings.
6. Travel documents:
Service Vouchers: The Client must issue and provide Travelers with Vouchers stating that the booking is payable by HOTELS100 or HOTELS100 specified 3rd party supplier featured in the HOTELS100 system generated voucher and must include HOTELS100’s relevant booking reference number (“Vouchers”). If a Traveler cancels a Booking, the Client is responsible for retrieval of any Vouchers issued in conjunction with that cancelled Booking. Any Vouchers not so retrieved and presented by any supplier to HOTELS100 with the supplier’s invoice will be payable by the Client and the Client will be invoiced accordingly.
Airline Tickets: Prior to the purchase the client should read and be aware of the terms of IATA Agreement http://www.iatatravelcentre.com/tickets, as well as Fare Rules, terms of refund and exchange of the selected service/fare of the third party supplier (airline), available on their website. Fare Rules are displayed on the ticket purchase page as provided by the global distribution system and the supplier. The client agrees to comply with the rules, Terms & Conditions imposed by the third party supplier and provide the service user (passenger/s) with full awareness about the same. Any failure to comply with the rules may entail cancelation of the reservation and denial of goods or services without reimbursement of the paid amount. By making a purchase the Client agrees to all corresponding terms, rules and restrictions of the third party supplier.
During booking, the Client undertakes to provide only reliable and complete data. Please note that due to specific operation aspects of global distribution systems and suppliers' reservation systems, very often passenger data changes in the booking are not permitted. Any change may lead to booking/ticket cancelation and a refund will only be possible in accordance with the selected Fare Rules. Thus, the Client assumes all possible risks and expenses related to potential booking mistakes and inaccuracies. Please note that certain airlines may ask your passenger to present the bank card used for the purchase at the time of check-in.
The Supplier may, unilaterally and without warning, cancel your reservation or booking if a ‘double booking’ (more than one reservation for a particular passenger on the same flight for one or several dates) is discovered. To avoid this, we recommend that prior to the purchase you cancel all existing duplicate bookings and do not make new duplicates after the booking has been made.
Tickets for unaccompanied minor children, passengers unable to move independently, blind or deaf passengers and women in late pregnancy must be reserved and purchased exclusively in airlines’ offices or agencies.
Ticket cancelation is possible only if approved by the airline and if such service is available on the Website. Usually ticket cancelation is possible within 30 minutes after the booking, but no later than 48 hours prior to the departure. Tickets with a departure date of less than 48 hours of the purchase date are not subject to cancelation. The Provider has the right to charge an additional service fee for ticket cancelation.
7. No intellectual property rights provided: By providing access to the Booking System to Client, HOTELS100 is not providing Client with any intellectual property rights of any kind, including, without limitation, any license.
8. Payment of Price by Client: The Price payable by Client for the HOTELS100 Inventory is inclusive of any GST and/or other Taxes and will be paid without set off, deduction or withholding of any kind. This excludes tourism fees, city taxes etc that are payable to the hotel by the guest at the time of check out. It is the responsibility of the Client to absorb all payment costs such that the amount ultimately received by HOTELS100 is not less than the booking sales price. The Client is financially responsible for payment for HOTELS100 inventory that is the subject of chargebacks, frauds, and/or other refunds, including bookings made by Sub-users Client has given system access to. The booking sales Price will be as confirmed by HOTELS100 to Client at the time the booking is made, and will be the Price applicable to each booking at the time HOTELS100 confirms each booking to Client in accordance with clause 4 and clause 1.
Client will make payment of the Price to HOTELS100 in full in accordance with the following Agreed Payment methods:
(a) Payment before deadline (Book now & pay later) as notified by HOTELS100 during the process of making a booking on the booking System; or as otherwise agreed by HOTELS100 and Client.
(b) Payment by debit/credit card The Client is responsible to complete the credit card authorization form presented by HOTELS100 to process the payment for all credit card payments. If any chargebacks or fraudulent transactions arise and the credit card authorization is not provided by the Client to HOTELS100, Client is financially responsible to pay to HOTELS100 the booking value returned to the cardholder.
(c) Prepayment of advance deposit to HOTELS100 The Client may pay an amount in advance to HOTELS100 as a deposit to cover future bookings yet it’s the client’s choice to pay any booking price through the advance deposit or choose a different payment method between either clause 8(a) or 8(b) of this agreement. Considering HOTELS100 rights to use the advance deposit to settle any outstanding balance due on the client.
9. Rates and currency: The booking will be issued in the currency that the service is booked and payment must be made in the system currency that appears in the booking confirmation at the time of the booking. If the Client wishes to settle in a different currency the exchange rate will be determined by HOTELS100 – under no circumstances may the client pay HOTELS100 according to any exchange rate from any other source than HOTELS100.
10. Provision of Security by Client to HOTELS100: On request by HOTELS100, Client will provide Security or increased Security to HOTELS100 to safeguard against any potential fraudulent cases originating from the end user, and if such Security or increased Security is not provided, HOTELS100 is entitled in its sole discretion to suspend access to the Booking System and/or refuse any Bookings from Client.
11. Sub-users The Client may add the Client’s Sub-users in the Client’s Territory. It is the Client’s sole responsibility to train the Client’s Sub-users and to provide technical and operational support for the same in relation to the System and any other applicable HOTELS100 System, solely at the Client’s risk and expense. HOTELS100 will not accept any direct communication, correspondence or instructions from the Client’s Sub-users and in all instances of the same, Sub-users will be immediately referred back to the Client. The Client will be fully responsible for all bookings made by Sub-users added by the Client and all payments, fees or expenses due on Bookings made or attempted to be made by such Sub-users. The Client is not permitted to pass on any software or means of access to any HOTELS100 Systems to any third other party, without prior written confirmation from HOTELS100. When the Client ceases to be a client of HOTELS100, the Client’s and the Client’s Sub-users’ access to the System will be automatically and immediately terminated by HOTELS100.
12. Client Warranties and undertakings: Client agrees, warrants, undertakes and represents that at the date of this agreement and, where applicable, at all times during the term of this agreement:
(a) It is legally authorized and empowered to execute this Agreement;
(b) It will not in any circumstances disclose the cost price, or any element of the cost price (including, without limitation, any commission which may or may not be payable) to any third party.
(c) All information provided to HOTELS100 through the Booking System by Client will be accurate and if any information provided by Client to HOTELS100 through the Booking System is inaccurate in any respect, Client is liable for and will fully compensate and indemnify HOTELS100 on demand for and against any loss which arises to HOTELS100 in relation to any such inaccuracy.
(d) It will not pass on or provide access to the Booking System to any third party without HOTELS100's written approval and it will not sell the HOTELS100 Inventory to client’s customers outside the terms and conditions of this agreement.
(e) It has fully complied and will continue to comply with all applicable laws, rules, regulations and administrative pronouncements applicable in the Territory in relation to the Booking or this agreement, including (without limitation) laws relating to safety, privacy and money laundering, and holding and maintaining any applicable licenses or permits.
(f) It is not acting as agent for or representative of HOTELS100 or of any service or service operator to which the HOTELS100 Inventory relates, and will not hold itself out as such.
(g) Except where Client is provided prior written approval, it will not utilize the HOTELS100 brand, logo or trade mark, or any such intellectual property of HOTELS100 or of the service or service operators to which the HOTELS100 Inventory relates on any publication, website or in any form.
13. HOTELS100's warranties: HOTELS100 warrants, undertakes and represents to Client that, at the date of this agreement and, where applicable, at all times during the term of this agreement:
(a) It is legally authorized and empowered to execute this agreement.
(b) It is acting on its own behalf when offering the HOTELS100 Inventory, and will not hold itself out to as representing or acting for Client.
(c) It has fully complied and will continue to comply with all applicable laws, rules, regulations and administrative pronouncements relating to data protection, privacy, including holding and maintaining any applicable licenses or permits.
14. Liability of HOTELS100: Other than as is specified in this agreement HOTELS100 is making no representations, undertakings or warranties to Client of any kind, and in particular (without limitation): (i) HOTELS100 is making no representations, undertakings or warranties in relation to the HOTELS100 Inventory including as to the description of the HOTELS100 Inventory and availability of the HOTELS100 Inventory and has no liability in relation to those matters; (ii) Any information provided on the Website in relation to HOTELS100 Inventory is provided as general information and HOTELS100 shall not be liable if any such information is incorrect or inaccurate in any respect; (iii) HOTELS100 is making no representations or warranties in relation to the booking system and is not liable in any respect for any failure of the booking system; (iv) HOTELS100 is not liable for any Loss of any kind arising directly or indirectly out of the action of any hotel, transport company or any other party providing services comprised in the HOTELS100 Inventory.
15. Indemnities: Each Party to this agreement (the "first Party") shall respectively hold the other Party harmless and shall fully indemnify the other Party and any officers, contractors or employees, agents, successors or assigns of the other Party for and against any Loss suffered or incurred by the other Party directly or indirectly as a result of any breach of this agreement by the first Party including, without limitation, any breach of the warranties this agreement and any negligent act of the first Party and/or any officers, contractors, subcontractors, employees, agents, successors or assigns of the first Party. Any indemnity payment payable under this clause shall be paid on an After Tax Basis. For the avoidance of doubt, if the Party in receipt of the indemnity payment obtains or will obtain a credit of Tax or refund of Tax or other Tax benefit directly as a result of the indemnity payment, it must notify the other Party and, where applicable, refund the Party that has made the indemnity payment to the extent of any such credit of Tax, refund of Tax or other Tax benefit.
16. Term of agreement: This agreement remains in full force or effect from the date of its execution until it is terminated in accordance with this clause. This agreement shall have a period of one year commencing from the date of execution of this agreement. This agreement will be automatically and successively renewed for periods of one year following expiry of the one year period, unless a Termination Date arises, or Client gives HOTELS100 five business days' written notice that the agreement will not be renewed. This agreement may be terminated by mutual agreement of the Parties in writing on the date specified by the Parties in that agreement or, if there is no date specified, on the date that is 50 Business Days following the date of this agreement. In addition, HOTELS100 or Client (respectively) may also terminate this agreement by not less than 20 Business Days notice in writing to the other Party if any of the following events occur in relation to the other Party (i) the other Party is in material breach of the agreement, or any warranty given by the other Party in this agreement and, any breach capable of remedy is not remedied within 20 Business Days of notification of such breach; or (ii) the other Party fails to make any payment under this agreement within 30 Business Days of the due date for any such payment, provided that any failure to pay is not the result of a Dispute; or (iii) the other Party is unable to pay its debts as and when they become due, or applies for bankruptcy protection or for protection from its creditors in any court or tribunal or a receiver, administrator or other external manager is appointed to the other Party or any winding up of the other Party commences; or the other Party ceases to carry on its business.(iv) right of deactivating client’s account/sub accounts is protected to HOTELS100 in case that any misuse takes place by client or that client doesn’t use the account for a period enough to indicate that client does not count on HOTELS100 account in daily sales activity.
17. Miscellaneous matters and governing law: (i) This agreement is governed by the laws of Kuwait and each Party irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the courts of Kuwait. (ii) This agreement may only be altered in writing signed by each of the Parties. (iii) HOTELS100 and Client must each pay its own costs of negotiating, preparing and executing this agreement and each Party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transactions contemplated by it. (iv) A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force. (v) This agreement may be executed in counterparts (including by facsimile or other electronic scanned copy in PDF format). All executed counterparts constitute one document. (vi) A Party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the Party giving the waiver.
18. Assignment: Except as expressly permitted by this agreement, a Party is not permitted to assign or novate this agreement or any right under this agreement (or attempt to do so) unless the Party is not in breach of this agreement; obtains the prior written consent of the other Parties (which must not be unreasonably withheld or delayed); ensures that the assignee agrees to be bound by all of the Party's obligations under this agreement; and acknowledges that it remains bound by this agreement.
19. Assignment - Consent not needed by HOTELS100: HOTELS100 may assign or novate this agreement or all or any of its rights under this agreement to a body corporate if (i) it is not in breach of this agreement and (ii) the body corporate is a representative of HOTELS100 and (iii) the body corporate agrees to be bound by all of HOTELS100's obligations under this agreement and (iv) everything necessary to ensure the assignment or novation is effective at law in the body corporate's jurisdiction of residence is completed and (v) HOTELS100 acknowledges that it remains bound by this agreement up to the date of assignment or novation of the agreement; and (vi) HOTELS100 advises Client in writing that the assignment or novation has occurred.
20. Dispute Resolution: If any dispute (Dispute) arises between the Parties in relation to any terms of or obligations under this Agreement, any Party to the Dispute may give the other Party a notice in writing (Dispute Notice) specifying the details of the dispute and requiring that it be dealt with in accordance with this clause. The Parties agree that, where a dispute Notice has been given, they shall first attempt in good faith to resolve the Dispute by negotiation within 10 Business Days of the Dispute Notice being received by the relevant Parties. If the Parties are unable to resolve the Dispute within this time (unless such period is extended by agreement between the Parties), the Dispute may be resolved by binding arbitration in Kuwait (Arbitration) agreed by the Parties.
21. Force Majeure: If a Force Majeure event occurs (i) the obligations of the affected Party under this agreement will be suspended to the extent that the affected Party is wholly or partially unable to comply with those obligations as a direct result of the Force Majeure (ii) the affected Party must notify the other Party or Parties as soon as practicable in writing of the Force Majeure and the extent to which the affected Party is unable to comply with its obligations under this agreement; and (iii) the affected Party must take all reasonable steps to alleviate the effect of the Force Majeure, and must notify the other Party or Parties in writing as soon as it is able to comply with its obligations under this agreement. For the avoidance of doubt, Force Majeure does not occur if it is attributable to the act, omission, neglect, or failure to take reasonable precautions against the relevant cause or effect by the affected Party.
22. Survival and Entire Agreement: Any indemnity or any obligation under this agreement is independent and survives termination of the agreement. Any other term by its nature intended to survive termination of this agreement will survive termination of the agreement. This agreement constitutes the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreements or understandings between the Parties in connection with its subject matter.
23. Relationship: Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership, or other fiduciary relationship, between the Parties. For the avoidance of doubt when offering the HOTELS100 Inventory to Client’s Customers, Client is not the agent of HOTELS100; and this agreement does not make Client an agent of HOTELS100 for any purpose.
Definitions
Agreed Payment Process in accordance with clause 9
API means an application programming interface.
Booking means when Client acquires HOTELS100 Inventory through the Booking System.
Booking System means the wholesale booking system provided by HOTELS100 which gives client the ability to view and purchase HOTELS100 Inventory through a password protected site on the Website, or through an XML Interface, or through a process otherwise agreed between HOTELS100 and Client.
Cancellation Fee is as specified on the Booking website in the terms and conditions of HOTELS100 Inventory generally and that are included in an inventory item.
Client’s Customer means any person, corporation or entity which wishes to acquire HOTELS100 Inventory from Client.
Client’s Customer Complaints means any dissatisfaction by Client’s Customers with any aspect of the HOTELS100 Inventory.
Dispute is as defined in clause 20 of this agreement.
Force Majeure includes, without limitation, the following events; fire, storm, flood, earthquake, explosion, volcanic eruption, accident, war, act of the public enemy, rebellion, insurrection, sabotage, epidemic, labour dispute, electrical failure, telecommunications failure, and any other acts of God which are beyond the control of any Party.
HOTELS100 Client means the registered B2B customer of HOTELS100.
HOTELS100 Inventory means the hotel rooms and associated services (such as transfers) offered from time to time by HOTELS100 on the Website, subject to the terms and conditions specified.
Loss includes any cost, legal or professional costs, expense, fee, penalty, fine, charge, levy, compensation payable, demand, damages, judgment, suit, action, loss of benefit (including a loss of tax credit or refund).
Prepay Client means a Client in who is required to make payment of the Price in accordance with clause 0(a).
Price is the Website Price less the Discount, and unless specified otherwise is in a net non-commissionable rate for HOTELS100 Inventory.
Security includes the Agreed Client Credit Card, a bank deposit, cash guarantee, credit approval or any other form of security specified in Schedule 2 to this agreement, or requested at any time by HOTELS100 from Client, and provided by Client.
Taxes means any tax, duty (including stamp duty), levy, or statutory charge, including any GST, and income tax, and including any interest or penalty attaching thereto.
Termination Date means the earlier of:
(a) the expiry of the later of: (i) one year after the date of this agreement; or (ii) if this agreement is renewed in accordance with clause 0, one year after the date the agreement was last renewed;
(b) 30 working days following one Party providing notice in writing to the other Party to terminate this agreement due to: (i) a breach of warranty or other material breach of this agreement by HOTELS100 or Client which has not been remedied or indemnified within 30 working days of notification of such breach; or (ii) a failure by HOTELS100 or Client to make any payment under this agreement within 30 working days following the due date for any such payment, provided that any failure to pay is not a Dispute; or (iii) HOTELS100 or Client being unable to pay its debts when they become due, or applying for bankruptcy protection or for protection from its creditors in any court or tribunal; or (iv) a receiver, administrator or other manager is appointed to manage HOTELS100 or Client or any winding up of HOTELS100 or Client commencing; or
(c) The date that HOTELS100 stops carrying on business or disposes of its business to any other party; or
(d) 30 working days following the date that HOTELS100, in its sole discretion, advises Client in writing it will be terminating this agreement.