Interlinestay.com

Contract Terms and Conditions

Supplier Information (Supplier to include, Hotels, Tour Companies, FAMS, Alternative Hotels)

1) Information provided by Supplier for inclusion on the Interlinestay website shall include information relating to the supplier (including pictures, photos and descriptions), its amenities and services . The rates advertised on the website are those with "Travel Industry Promotion Rates" . Details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the "Supplier Information") and shall comply with formats and standards provided by Interlinestay.com. The Hotel Information shall not contain any telephone or fax numbers or email or Skype/Twitter addresses, with direct references to the Supplier or its website, or to websites of third parties. Interlinestay.com reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement.

2)The Hotel represents and covenants that the Supplier Information shall at all times be true, accurate and not misleading. The Supplier is at all times responsible for a correct and up-to-date statement of the Hotel Information, including any extraordinary (material adverse) events or situations (e.g. renovation or construction at or near the facility). The Supplier shall update the Hotel Information on a frequent basis as may be required) and may –at any time– change via the log in the rate offered via the website

3) The information provided by the Supplier for the Websites shall remain the exclusive property of the Supplier. Information provided by the Supplier may be edited or modified by Interlinestay.com and subsequently be translated into other languages, whereas the translations remain the exclusive property of interlinestay.com. The edited and translated content shall be for the exclusive use by interlinestay.com on the Websites and shall not be used (in any way or form) by the Supplier for any other distribution or sales channel or purposes. Changes to or updates of the descriptive information of the Supplier are not allowed unless prior written approval has been obtained from Interlinestay.com

4) Unless Interlinestay.com agrees otherwise, all changes, updates and/or amendments of the Supplier Information (including rates, availability, rooms) shall be made by the Supplier directly and on-line through the admin log in provided. Updates and changes in respect of pictures, photos and descriptions will be as soon as reasonably possible processed by Supplier with notification sent to Interlinestay.com

5) Unless Interlinestay.com agrees all promotional offers for it Xclusive Members will be different to the one offered by the hotel to its regular free memberships. The Supplier can upload any offers at any stage via its log in admin section with a notification sent to Interlinestay.com. Special offers at any stage can be loaded by the hotel via its admin log in. All uploaded information will be vetted by Interlinestay.com

Commission

1 )For each reservation made on the Websites by a Guest for a services to include room, tour etc , the supplier shall pay Interlinestay.com a commission (the "Commission") or an agreed commision amount if no participation fee is applicable. Eg: The aggregate Commission per reservation is equal to the multiple of (i) the number of nights stayed at the Supplier(Hotel) by the Guest. The booked rate per room per night (including VAT, sales taxes and such other applicable national, governmental, provincial, state, municipal or local taxes or levies (the "Taxes")) and such other extra's, fees and surcharges which are included in the offered rate at the time of booking of the room by a Guest on the Websites (such as breakfasts, meals (half-board or full-board), bicycle rental, late check outs/early check in fees, extra person charges, resort fees, roll-away beds, theatre tickets, service fees, etc), The number of booked rooms by the Guest, and the relevant Commission percentage set out in the Agreement. For the avoidance of doubt, Commission will also be charged in the event of overbooking or a no-show (unless the Supplier has notified Interlinesta.com of the relevant no-show within 2 business days after the scheduled date of arrival of the Guest) or a charged cancellation (cancellation in violation of the free cancellation policy of the Hotel) and shall be calculated in accordance with the confirmed booking.In service of tour etc, the commision will be based on the agreeable amount or participation fee.

2) Unless agreed otherwise in the Agreement, the rate shown to Guests on the Websites shall be inclusive of VAT, sales tax, charges and all such other (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies (to the extent that such other taxes, fees and levies can be reasonably calculated upfront without further information).

3) In the event that pursuant to (amendment or entering into force of) the applicable law, rules and legislation applicable to a Supplier, the rates must be shown to Guests inclusive of VAT, sales tax and all such other (national, governmental, provincial, state, municipal or local) taxes, fees or levies, the Hotel shall adjust the rates through the log in accordance with the terms 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 Hotel, or (ii) notification thereof by interlinestay.com.

4) Value Added Tax in respect of the payment of the Commission to interlinestay.com will be added to the Commission where applicable

Payment Commission

1) Commission for bookings in a calendar month that contains the (scheduled) departure date of the Guest in such month will be invoiced (save for free cancellations made through (the website of) interlinestay.com and in accordance with the cancellation policy of the Hotel) and paid in the subsequent month in accordance with the following terms:
(a) Invoices are processed on a monthly basis and shall be sent to the supplier by mail, fax or e-mail.
(b) The commission invoiced in respect of a month shall be paid by the supplier within 14 days from the invoice date.
(c) Payment shall be made by the Hotel directly to Interlinestay.com by means of Direct Debit or by Cheque made payable to its local regional office
(d) All Commission payments to be made under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If the Supplier is compelled to make any such deduction or withholding, it will pay to Interlinestay.com such additional amounts as are necessary to ensure receipt by Interlinestay.com of the full (net) amount as set out in the invoice which Interlinestay.com would have received but for the deduction. The Supplier is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Supplier to Interlinestay.com.

Reservations and Complaints

1) When a booking is made by a Guest on the Website, the supplier shall receive an email via the website requesting the room for every booking made via Interlinestay.com. Interlinestay.com is not responsible for the correctness and completeness of the information and dates provided by Guests and Booking.com is not responsible for the payment obligations of the Guests relating to their (online) reservation. On receipt of the email, the supplier is obliged to respond back to Interlinestay.com on the status of the request or of requirement of any clarification required on the booking request

2) By making a reservation through the Websites a direct contract (and therefore legal relationship) is created solely between the Supplier and the Guest (the "Guest Reservation"). To the extent necessary, the Supplier hereby empowers and grants Interlinestay.com explicit authorisation to conclude Guest Reservations on its behalf arising out of online hotel reservations for the Hotel made by Guests via the Websites.

3) The Supplier is bound to accept a Guest as a contractual party, and to handle the reservation in compliance with the Hotel Information contained on the Websites at the time the reservation was made, including any supplementary information and/or wishes made known by the Guest

4) Other than the fees, extra's and (sur-)charges as set out in the confirmed booking, the Supplier shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge).

5) Complaints or claims in respect of (the products or service offered, rendered or provided by) the Supplier or specific requests made by Guests are to be dealt with by the Supplier, without mediation by or interference of Interlinestay.com. Interlinestay.com is not responsible for and disclaims any liability in respect of such claims from the Guests. Interlinestay.com may at its sole discretion offer customer (support) services to a Guest or act as intermediate between a Supplier and a Guest or otherwise assist a Guest in its communication with or actions against a Hotel.

Overbooking, cancellation and no-shows

1) The Suplier shall provide the services booked and in the event that the service is not able to meet its obligations under this Agreement for any reason whatsoever, therelevant supplier shall promptly inform Interlinestay.com via Customer Service (sales@interlinestay.com; whereas the subject line of each email shall state eg "overbooking"). The Supplier will use its best endeavours to procure alternative arrangements of equal or superior quality at the expense of the relevant Supplier. In the event that eg no Room is available on arrival, the Supplier will:
(a) find suitable alternative accommodation of an equal or better standard to the Hotel holding the Guest‘s guaranteed booking; and
(b) provide free transportation to the alternative hotel for the Guest and other members of the Guest’s party who are listed in the Guest’s guaranteed booking.

2) Cancellations made by Guests before the time and date beyond which a cancellation fee applies will not attract commission. Cancellations made by Guests after the time and date beyond which a cancellation fee applies will attract commission in accordance with the terms of this Agreement

Credit Card guarantee

1) Guarantee of the booking is based on the credit card details provided by the Guest or the person responsible for the booking. The Supplier is responsible for the verification of the validity of these credit card details, the (pre) authorization of the credit card and the limit of credit on the date of the overnight stay(s) booked. The Supplier shall upon receipt of a booking, promptly verify and pre-authorize the credit card. If the credit card offers no guarantee, the Supplier will immediately notify Interlinestay.com, which subsequently invites the Guest to guarantee the booking in an alternative manner. If the Guest is unable or unwilling to do this, Interlinestay.com may cancel the booking upon request of the Supplier. 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 Supplier. Bookings which are cancelled by Interlinestay.com pursuant to this will not attract any Commission.

2) The Supplier which 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 uploaded on the system made available to the Guest prior to making a reservation and included in the Supplier Information

3) The Supplier shall be responsible for charging the Guest for the service provided, no show fee or charged cancellation (including applicable Taxes for which the supplier shall be liable and remit to the relevant tax authorities). Credit cards shall be charged in the same currency as set out in the reservation of a Guest. To the extent that this is not possible, the Supplier may charge the credit card of the Guest in a different currency with a reasonable and fair exchange rate.
4) Securitization of Credit Card Data
Each Hotel is required to comply, and to have its sub-servicers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry ("PCI") Data Security Standard as promulgated from time to time by the major credit card companies.
5 ) Direct marketing to Guests
The Supplier agrees not to specifically target Guests that have been obtained via Interlinestay.com in either online or offline marketing promotions or solicited or unsolicited mail.

Back Office Supplier Log In

1) Interlinesay.com will provide the supplier with a user ID and password which allows the Supplier to access the admin area. The Supplier shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Admin Section. The Hotel shall immediately notify Interlinestay.com of any (suspected) security breach or improper use

Force Majeure Event

1) In the event of a Force Majeure Event, the Supplier shall not charge (and shall repay (if applicable)) the Guests affected by the Force Majeure Event any fee, costs, expenses or other amount (including the (non-refundable) rate or the no-show, (change of) reservation or cancellation fee) for (i) any cancellation or change of the reservation made by the Guests, or (ii) that part of the reservation that was not consumed, due to the Force Majeure Event. In the event of reasonable and justified doubt, the Supplier may ask a Guest to provide reasonable evidence of the causality between the Force Majeure Event and cancellation, no-show or change of reservation (and provide Interlinestay.com upon request with a copy of such evidence). In order for Interlinestay.com to register any cancellation, no-show or amendment of the reservation due to a Force Majeure Event, the Hotel shall inform Interlinestay.com within 2 business days after (a) the scheduled arrival date of the no-show or cancellation, or (b) check out, the number of days actually stayed. Interlinestay.com will not charge any commission in the event of a registered no-show or cancellation or over that part of the booking which is not consumed due to the Force Majeure Event.

Interlinestay.com RIGHTS AND OBLIGATIONS

1) The Hotel hereby grants Interlinestay.com a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable):
(a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the supplier as provided to Interlinestay.com by the supplier pursuant to this Agreement and which are necessary for Interlinestay.com to exercise its rights and perform its obligations under this Agreement;
(b) to use, reproduce, have reproduced, 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 Supplier Information.

REPRESENTATIONS AND WARRANTIES

1) The Supplier represents and warrants to Interlinestay.com that for the term of this Agreement:
(i) the Supplier has all necessary rights, power and authority to use, (sub)license and have Interlinestay.com make available on the Websites the Intellectual Property Rights in respect of, as set out or referred to in the Supplier Information made available on the Websites;
(ii) the Supplier holds and has complied with all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business.

2) Each Party represents and warrants to the other Party that for the term of this Agreement:
(i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement;
(ii) it has taken all corporate action required by it to authorise the execution and performance of this Agreement;
(iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms, and
(iv) each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.

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

INDEMNIFICATION AND LIABILITY

1) Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to:
(i) a breach of this Agreement by the Indemnifying Party, or
(ii) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party

2) The Supplier shall fully indemnify, compensate and hold Interlinestay.com 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 Booking.com in connection with:
(i) all claims made by Guests concerning inaccurate, erroneous or misleading information of the Supplier on the Websites;
(ii) all claims made by Guests concerning a service in the supplier eg, overbooking or (partly) cancelled or wrong reservations
(iii) all other claims from Guests which are wholly or partly attributable to or for the risk and account of the supplier (including claims related to (lack of) services provided or product offered by the supplier) or which arise due to tort, fraud, wilful misconduct, negligence or breach of contract (including the Guest Reservation) by or attributable to the supplier in respect of a Guest or its property; and
(iv) all claims against Interlinestay.com in relation to or as a result of the failure of the Hotel to pay or withhold any applicable taxes levied or based on the services or other charges hereunder in the relevant jurisdiction
3) In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defence and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).

4) In no event shall any Party be liable to any another 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. All such damages and losses are hereby expressly waived and disclaimed

TERM, TERMINATION AND SUSPENSION

1) Unless agreed otherwise, this Agreement shall commence on the date hereof and be effective for 1 year, unless terminated by either Party with due observance of a notice period of 14 days. After the 1 year period, this Agreement shall continue thereafter for indefinite period of time until terminated by either Party on not less than 14 days written notice to the other Party

2) Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of rate parity guarantee, the provision of wrong information or receipt of a significant number of Guest complaints); or
(b) bankruptcy or suspension of payment in respect of the other Party.

3) After termination, the Supplier shall honour outstanding reservations for Guests and shall pay all commissions (plus interest if applicable) due on those reservations in accordance with the terms of this Agreement

4) Interlinestay.com is entitled to immediately suspend its services (including the display of or availability of Hotel or the relevant reservation tool on the Websites) to or in respect of a Supplier in any of the following events:
(i) the Supplier fails to pay Commissions on or before the due date;
(ii) the Supplier posts incorrect or misleading Supplier Information on the Admin Log In;
(iii) the Supplier fails to maintain Information on the Website resulting in over-bookings at the Hotel;
(iv) the Supplierl fails to accept a reservation at the price shown on a reservation;
(v) the Supplier overcharges one or more guests;
(vi) the Supplier charges a guest’s credit card prior to arrival of the guest without an express agreement from the guest (a guest provides express agreement if they select a non-refundable or an advance purchase room type);
(vii) Interlinestay.com receives one or more legitimate and serious complaint(s) from one or more guest(s) who made reservations with the Hotel;
(viii) misuse of the Guest review process by any behaviour that results in a review appearing on the Websites that is not an honest expression of a real stay by a real guest at the Supplier;
(ix) inappropriate or unprofessional behaviour towards guests or Interlinestay.com staff; or
(x) the Supplier refuses to agree to any reasonable revision to any term of this Agreement.

5) Parties agree that termination or suspension in respect of or by a Hotel does not affect the rights and obligations of the other Parties (vis-à-vis each other) under this Agreement.

CONFIDENTIALITY

1) Parties understand and agree that in the performance of this Agreement, each Party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the "Confidential Information"). Confidential Information includes Customer Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential

2) Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) its shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other Party

3) Notwithstanding the foregoing, 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) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, or (iii) is required to be disclosed pursuant to law, court order, subpoena or governmental authority

4) Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or release. Parties agree to comply with Data Protection Act on the processing of personal data and the protection of privacy.

5) Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by the laws of the United Kingdom. Save as set out otherwise in this Agreement, any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in United Kingdom..