Supply Agreement

Version April 7, 2018

This Supply Agreement (“Agreement”), dated as of the date of Supplier’s online agreement to this Agreement (“Effective Date”), is between ireloca Ltd. and the company specified in the online registration process ("Supplier"), and expressly incorporates the attached terms and conditions. When used in this Agreement, “ireloca” means, collectively, ireloca Ltd and any entity that controls, is controlled by, or is under common control with ireloca Ltd, or a third party that facilitates reservations through the Service. “Service” means the software, databases, products, and other components that make up the service that is marketed by ireloca to enable users to shop for, book and pay for travel services and destination products through the internet, a computer, telephone, Desk or other booking channel now known or developed in the future. 

  1. Products
  2. Supplier Product Information
  3. Customer Service
  4. Anti-Fraud Cooperation
  5. Term of Agreement
  6. Data Protection
  7. Payment Terms
  8. Rate and Availability Changes
  9. Taxes
  10. Insurance
  11. Permission to use Intellectual Property
  12. Limitation of Warranty and Liability
  13. Health and Safety
  14. Changes to Terms
  15. Desk Requirements
  16. General Provisions
  1. Products.
    Supplier hereby agrees to make its travel or destination products, activities and/or services (its “Products”) available to ireloca for booking through the Service. Supplier hereby authorizes ireloca to accept bookings and issue booking confirmations, order/booking numbers or other confirmation method as specified by ireloca for the Products (each, a “Booking confirmation”) that ireloca makes available through the Service. Supplier will: (i) accept booking confirmations presented by the customers of ireloca (each, a “Customer”); and (ii) verify the identity of each Customer presenting a booking confirmation prior to accepting it. If Supplier cannot provide a Product to a Customer presenting a booking confirmation, then Supplier will immediately notify ireloca and, at the Customer’s election, provide Customer with a comparable or better Product at no additional cost, or notify ireloca of Customer’s desire for a refund. ireloca may refrain from offering Products through the Service in its sole discretion. Supplier shall: (x) make available to ireloca all Products that it makes available through any other third-party distributor of its Products (each a “Distributor”), and (y) offer its Products to ireloca at rates equal to or less than the rates it offers any other Distributor for the same or similar products.

  1. Supplier Product Information.
    On or before the Effective Date, Supplier shall deliver to ireloca detailed information about the Products, in the form and manner as requested by ireloca, which will include, among other things, the Rates for the Products inclusive of Taxes (as defined below), availability limitations and the cancellation policy for each Product. As used herein “Rate” shall mean (a) the net rate inclusive of Taxes as provided by you; or (b) the retail rate inclusive of Taxes as provided by you less the standard commission as specified by ireloca when you supplied such rate; or (c) a promotional lower net rate inclusive of Taxes mutually agreed upon by the parties for use in promotional offers such as packages. When supplying information to ireloca, Supplier shall follow the instructions provided by ireloca. By this reference, the information submitted to ireloca, once accepted by ireloca, is incorporated into, and made a part of, this Agreement.

  1. Customer Service. 
    Supplier will provide second-tier customer service and support to resolve inquiries or issues escalated to Supplier from ireloca customer support via email and telephone, and will respond to and resolve such escalations at the same service level provided to Supplier’s best customers and in accordance with industry practice. Supplier will treat all Customers in a nondiscriminatory manner and in the same manner as Supplier treats its other customers. In an effort to ensure complete Customer satisfaction, ireloca will work in good faith with Supplier to evaluate and resolve each Customer complaint on a case-by-case basis.

  1. Anti-Fraud Cooperation. 
    It is Supplier’s responsibility to verify the authenticity of all booking confirmations and the identity of each Customer, ireloca shall only pay Supplier for valid booking confirmations that have been redeemed and shall not pay for Booking confirmations that have been altered or reproduced or have been previously paid by ireloca. If a party believes a booking confirmation may be or is fraudulent, or certain data provided by a customer cannot be verified, then the parties will work in good faith to address such fraudulent or potentially fraudulent booking confirmation. In the event of a fraudulent or potentially fraudulent booking confirmation, ireloca may, if possible, cancel such booking confirmation at any time. If cancellation of a fraudulent or potentially fraudulent booking confirmation occurs prior to redemption neither ireloca nor any of its affiliates shall be obligated to pay any cancellation fee or penalty.

  1. Term of Agreement. 
    This Agreement begins on the Effective Date and continues for an initial term of one (1) year, renewing automatically for successive one-year terms thereafter, unless earlier terminated as provided herein. ireloca may terminate this Agreement at any time without cause upon notice to Supplier. Supplier may terminate this Agreement without cause upon thirty (30) days’ prior written notice to ireloca. If this Agreement is terminated for any reason, Supplier will honor all outstanding, previously booked booking confirmations, and will continue to comply with the terms of this Agreement until the last booking confirmation has been redeemed.

  1. Data Protection. 
    (a) Ownership of Customer Data. As between the parties, information including but not limited to Customer name, address, and email (“Customer Data”) that ireloca provides to Supplier pursuant to this Agreement, shall be considered proprietary information of ireloca and all right, title and interest in the Customer Data is owned by ireloca. During the term of this Agreement and thereafter, Supplier will: (i) use such Customer Data only as necessary to perform its obligations under this Agreement; (ii) maintain and protect such Customer Data in confidence, with reasonable security precautions at least as great as the precautions it takes to protect its own confidential information of similar importance; and (iii) not market to Customers identified in the Customer Data or otherwise use or permit the Customer Data to be used, sold, licensed, leased, transferred, or distributed, in any form or by any means, without the prior written consent of ireloca. All such Customer databases are and shall remain the sole and exclusive property of ireloca. The terms of this section shall not prevent Supplier from independently collecting information from a Customer provided that Supplier will not, directly or indirectly, engage in any solicited or unsolicited marketing, promotion or similar communications with any Customer unless Supplier has received consent directly from such Customer. 
    (b) ireloca Materials. Supplier is not authorized to scrape or otherwise extract information, data or other materials from the Service including ireloca’s or its affiliates’ websites (collectively the “ireloca Materials”). Supplier is not authorized to use in any manner the ireloca Materials including, without limitation, publicly displaying any ireloca Materials on Supplier's websites (other than Content (as defined below) as supplied by Supplier to ireloca). 
    (c) Survival. This Section will survive the termination or expiration of this Agreement.

  1. Payment Terms. 
    (a) ireloca will make available to Supplier a statement of the previous months redeemed Products along with the applicable Rate for such redeemed Products. All payments from ireloca to Supplier pursuant to this section shall be considered final unless disputed by Supplier in good faith and pursuant to a written notice received by ireloca within 60 days of Supplier’s receipt of the disputed payment. 
    (b) Supplier will not be entitled to payment for cancellations if Supplier was notified of such cancellation in compliance with the cancellation policy for each Product, if applicable, and provided to ireloca in accordance with this Agreement. 

  1. Rate and Availability Changes. 
    (a) Supplier may change its net rate for any Products under this Agreement using the ireloca Dashboard management online tool, provided however that ireloca may in its sole discretion discontinue booking such Product(s). The net rate or retail price for such Products will remain in effect until Supplier updates such rates directly using the ireloca Dashboard management online tool. 
    (b) Supplier may limit its supply of Products available to ireloca, provided that it also similarly limits its supply of such Product to other Distributors for the same or similar products. Supplier will communicate such supply limitations to ireloca in the form and manner as requested by ireloca. It is Supplier’s sole responsibility to inform ireloca when Products will no longer be available for booking by ireloca at least 48 hours prior to the stop sell date. Supplier shall honor all booking confirmations issued by ireloca within 48 hours of receiving notice that a Product is no longer available. 
    (c) Supplier acknowledges that ireloca has no knowledge of (i) Customers’ actual use of the Products, (ii) any cancellation notice that may be given by Customers to Supplier, or whether any such cancellation notice is sufficient under Supplier’s policies or the terms of this Agreement to relieve Customers (and ireloca) of the charges otherwise due, or (iii) any price adjustment negotiated between Supplier and Customers. Accordingly, ireloca may rely upon, and accept as accurate for Supplier’s Products: (x) the pricing information provided by Supplier as may be updated per this section; and (y) the reservation information contained in ireloca’s booking database. 

  1. Taxes. 
    Supplier agrees to include in the amount invoiced ireloca all sales, use, excise, lodging, rental or other similar taxes or governmental fees (“Taxes”) imposed by any state or local taxing jurisdiction on the Product booked. Supplier agrees to remit any and all such Taxes paid to Supplier by ireloca or any Customer to the appropriate taxing authorities as required by law. Supplier will inform ireloca of any changes in the Taxes and/or tax rates applicable to Products.

  1. Insurance. 
    (a) Coverage. Supplier represents and warrants that it will maintain (and shall cause each of its agents, independent contractors and subcontractors performing any services hereunder to maintain) at its sole cost and expense insurance to cover any and all of its obligations under this Agreement which will at a minimum meet regional obligations based on the type of Products provided by Supplier and the territory where the Products are provided. 
    (b) Policy Details. Supplier will ensure that all of the required insurance policies either (i) name ireloca and its Affiliates and assignees as additional insureds for its general liability and public/products liability policies; (ii) include an “Indemnity To Principals Clause” in favor of ireloca; or (iii) contains a similar clause which ensures that ireloca’s interests under this Agreement or in the event of a claim are protected. In addition, Supplier shall ensure that such policies shall contain a provision requiring at least thirty (30) days’ prior written notice to ireloca of any cancellation, modification or non-renewal of policies (or if the foregoing is not allowed in Supplier’s jurisdiction then Supplier agrees to notify ireloca in writing at least 30 days before any material change of cancellation of its insurance). Within thirty (30) days following the Effective Date, and upon the renewal date of each policy, Supplier will furnish to ireloca certificates of insurance or provide other evidence of insurance acceptable to ireloca that indicates that ireloca’s interests are noted in the event of a claim and pursuant to the terms of this Agreement along with such other documentation relating to such policies as ireloca may reasonably request.

  1. Permission to use Intellectual Property.
    (a) In order to enable ireloca to market and promote the booking of Supplier’s booking confirmations as permitted herein, Supplier hereby gives ireloca a limited, non-exclusive, worldwide, royalty-free right to use and display, copy, reproduce and redistribute Supplier’s trade name, logos, trademarks and copyrights, images from Supplier’s website (including, without limitation, data, text, audio, video, graphics, photographs, artwork and similar materials) (collectively, “Content”) solely in connection with the Service. ireloca may, in its reasonable discretion, edit, modify and otherwise alter any Content as is necessary or desirable to optimize display of such Content (e.g. to make adjustments to the size, color, brightness, contrast, etc.) and for no other purpose. Additionally, ireloca may use third parties to reproduce, host or display the Content in support of the Service. 
    (b) In the event ireloca desires to use any Content in a manner not permitted by this section, then ireloca shall obtain Supplier’s prior written permission for any such use. 
    (c) Supplier agrees that, notwithstanding termination of this Agreement for any reason, the license rights granted to ireloca in this section will continue for Content used in marketing materials created prior to the termination of the Agreement (e.g., magazines printed on a monthly, quarterly, or bi-annual basis). This section will survive the termination or expiration of this Agreement.

  1. Limitation of Warranty and Liability; Indemnity.
    1. ireloca makes no warranty or representation, and disclaims all implied warranties, obligations and liabilities arising by law or otherwise, regarding the Service and/or any revenue or profit payable to Supplier from bookings through ireloca of the booking confirmations. SUPPLIER RELEASES IRELOCA FROM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF IRELOCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Supplier will hold harmless, indemnify and defend ireloca, and its respective employees, directors, officers and agents (the “Indemnified Parties”) against any and all actions, claims, suits, demands, judgments, losses, costs, expenses and/or damages, including attorneys’ fees, arising out of or resulting from (a) any Product, (b) use of the intellectual property described in Section 11, (c) a breach by Supplier of this Agreement or any representation or warranty, or (d) the provision of inaccurate information to ireloca by Supplier. This section will survive the termination or expiration of this Agreement.

  1. Health and Safety.
    If Supplier is located in the European Union or if its Products are provided within the European Union then Supplier shall comply with the terms of this section and co-operate actively and in good faith with ireloca in relation to their Health & Safety program, which is intended to raise the general safety standards enjoyed by Customers. At ireloca’s request, Supplier shall promptly provide ireloca with a copy of Supplier’s annual operating license and/or similar certificate(s) required for it to operate legally in its jurisdiction. In addition, ireloca may provide Supplier a health and safety self-assessment questionnaire (“Self-Assessment”) from time to time. Supplier shall supply the information requested in the Self-Assessment in a timely manner. Further, Supplier shall permit any employee of or consultant appointed by ireloca to carry out any inspection, audit or risk assessment of the Products offered hereunder in relation to health & safety. Where recommendations relating to health and safety are made as a result of any of the above, Supplier shall implement such recommendations within mutually agreed timeframes. If Supplier fails to implement any such health and safety recommendations within the agreed timeframe, or if Supplier fails to timely provide a copy of Supplier’s annual operating license or similar certificate(s) when so requested, then ireloca may terminate this Agreement immediately upon written notice to Supplier.

  1. Changes to Terms.
    ireloca reserves the right to change or modify this Agreement, or any policy or guideline related to the Service, at any time in its sole discretion. If ireloca changes or modifies the terms of this Agreement, ireloca will provide the modified terms of this Agreement to Supplier in writing which may be via email. Any changes or modification will be effective thirty (30) days after the notice of the revisions. Supplier’s continued provision of Products to ireloca following the posting of changes or modifications shall confirm Supplier’s acceptance of such changes or modifications.

  1. Desk Requirements. 
    As used in this section, “Desk” means a concierge location, an activity desk (including, but not limited to, a physical location within a hotel, airport, rental agency or rail station), retail location or other physical location which enables users to shop for, book and pay for travel services and destination products from ireloca. 
    (a) Indemnification. For Products booked at Desks the following is added to the definition of Indemnified Parties: the owners and/or managers of the property where the Desks are located and their respective employees, directors, officers and agents. Solely for the purposes of enforcing the indemnification obligations set forth in this Agreement, the owners and/or managers of the property where the Desks are located, and their respective employees, directors, officers and agents shall be deemed to be third party beneficiaries of this Agreement. This section shall survive termination of the Agreement.

  1. General Provisions.
    (a) This Agreement is governed by the laws of England and Wales and each party consents to the exclusive jurisdiction and venue of the English courts for all disputes relating to this Agreement. The prevailing party in any such dispute may recover its reasonable attorneys’ fees, costs and expenses from the other party. 
    (b) This Agreement does not create a partnership, employment or agency relationship between the parties. Supplier may not assign this Agreement. ireloca may assign this Agreement to any of its corporate affiliate companies. EACH PARTY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY OF ALL CLAIMS RELATING TO THIS AGREEMENT. 
    (c) Supplier represents and warrants that (i) it is authorized to enter into this Agreement; (ii) all information provided by Supplier to ireloca is true and correct; (iii) it shall obtain and maintain throughout the Term all required or applicable permits, approvals and licenses; (iv) the Products are in compliance with all applicable disability laws including if the Products are available in the US, the ADA guidelines; (v) it shall comply with all laws, rules, regulations and ordinances applicable to its business and operations including, but not limited to, those relating to data protection including, if applicable, compliance with the European Directives 95/46/EC and 2002/58/EC and its legislative implementation in EU member states; and (vi) ireloca’s use of the Content herein shall not violate or infringe on the rights of any third party. Supplier will advise ireloca immediately if Supplier’s facilities, equipment, Products or services change. 
    (d) Supplier hereby agrees that it shall not at any time, directly or indirectly orally, in writing or through any medium including, but not limited to, the press or other media, computer networks, bulletin boards or blogs, or any other form of communication, tortuously interfere with ireloca’s contracts or relationships or slander, libel, defame or otherwise injure ireloca, its products and services (“Defamatory Activity”). Upon the occurrence or allegation of any Defamatory Activity, ireloca may immediately terminate this Agreement by providing notice thereof to Supplier and seek all other remedies at law or otherwise. 
    (e) This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and expressly terminates any and all prior agreements and understandings, whether written or oral. Nothing in this Agreement shall limit liability for any representations made fraudulently. Except as otherwise set forth in this Agreement, no term of this Agreement may be waived, modified or amended without a writing executed by both parties. No failure or delay by a party in exercising its rights or remedies shall operate as a waiver unless made by written notice. If any term of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in effect. 
    (f) This Agreement may be terminated immediately upon written notice by either party if the other party ceases to do business, becomes insolvent, or is subject to bankruptcy or insolvency proceedings, whether actual or reasonably believed to be imminent. If reasonable grounds for insecurity arise with respect to either party’s performance of, or breach of, this Agreement, the other party may in writing demand adequate assurance of due performance. Until such party receives sufficient assurance in writing that such issue has been addressed or such breach has been cured, it may suspend its performance of this Agreement. If such party does not receive such written assurance within five (5) days after its request therefore, or within such other reasonable period of time it may designate under the then existing circumstances, the failure by the party to furnish such assurance will entitle the other party to immediately terminate this Agreement. 
    (g) All notices hereunder must be in writing and sent by facsimile or a recognized overnight air courier as follows: If to Supplier, at the address specified in the online registration process; if to ireloca, to ireloca Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, Attn: Supplier (h) ireloca reserves the right to recoupment and offset for any amounts owed to ireloca by Supplier under this Agreement or any other agreement between Supplier and ireloca. 
    (i) No provision of this Agreement shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise except as specified in Section 12. 
    (j) Each party will retain in confidence all information transmitted to such party by the other party, including, without limitation, Customer Data. All terms and conditions of this Agreement will be considered confidential and will not be disclosed (except to either party’s attorneys or accountants on a need-to-know basis) without the prior written consent of the other party. This provision and its confidentiality obligations will survive the termination of this Agreement and a breach of such provision will entitle the other party to immediately terminate this Agreement and seek all other remedies available to it. 
    (k) If there is a catastrophic force majeure event (including without limitation, the occurrence or threatened occurrence of a natural disaster, an environmental disaster, whether natural or manmade, war, civil unrest, labor disputes, or a terrorist attack) in or around the location of Supplier’s Products, Supplier shall cooperate with ireloca in processing refunds to Customers when reasonably requested. The foregoing refund requirement supersedes any Supplier refund policy. 
    (l) Any sections of this Agreement which are expressed to survive termination or expiration of this Agreement, and any sections of this Agreement necessary for the interpretation or enforcement of this Agreement shall survive termination of this Agreement.