HotelRunner B2B Network
These General Terms of HotelRunner B2B Network (“General Terms”) establishes the terms governing the Travel Agency’s access to and use of HotelRunner B2B Network Platform. These General Terms constitute the master terms applicable to all services rendered to the Travel Agency. Any service-specific terms, including but not limited to HotelRunner B2B Network Buyer Agreement (“Buyer Agreement”) and its Schedules or similar documents shall be deemed supplemental to and governed by these General Terms. In the event of any conflict or inconsistency between such documents and these General Terms, the order of precedence shall be as set out in Clause 2 of the Buyer Agreement.
These General Terms apply to the use of the HotelRunner B2B Network and HotelRunner B2B Network Platform and constitute standard terms applicable to all users of the HotelRunner B2B Network Platform. Commercial terms, including fees, pricing, payment schedules and any service-specific conditions, shall be agreed separately under the Buyer Agreement and Schedule 1 (Commercial Terms) and Schedule 2 (API Integration) of the Buyer Agreement executed by the Travel Agency. In the event of any conflict and/or inconsistency, the order of precedence shall be as set out in Clause 2 of the Buyer Agreement.
1.Scope and Purpose
1.1.These General Terms, including its annexes, establish the terms and conditions for HotelRunner to make available Travel Services sourced from Suppliers and Participating Hotels on a principal-to-principal basis (“Travel Service”) to the Travel Agency via the HotelRunner B2B Network Platform or the HotelRunner B2B Network API (“HotelRunner B2B Network”).
1.2.The Travel Agency shall access the HotelRunner B2B Network through the HotelRunner B2B Network API or the HotelRunner B2B Network Platform to book Travel Service for distribution to any type of Sub-Agents or end consumers through the Travel Agency’s Website (as registered by the Travel Agency with HotelRunner) (“Website”) or the HotelRunner B2B Network API or any other approved distribution channels.
1.3.These General Terms govern the Travel Agency’s access to HotelRunner B2B Network, pricing, payment obligations, and operational responsibilities.
2.Relationship of Parties
2.1.HotelRunner’s Role:
2.1.1.HotelRunner sources, contracts for, and makes available Travel Services from Suppliers and Participating Hotels to the Travel Agency through the HotelRunner B2B Network. The relationship between HotelRunner and the Travel Agency is principal-to-principal. Nothing in these General Terms appoints HotelRunner as agent of the Travel Agency, or appoints the Travel Agency as agent of HotelRunner. HotelRunner does not operate the Participating Hotels and, unless expressly agreed otherwise in writing, does not act as seller-of-record vis-à-vis the Travel Agency’s end consumers.
2.1.2.HotelRunner grants the Travel Agency a non-exclusive, non-transferable, royalty-free licence to use the HotelRunner B2B Network API or the HotelRunner B2B Network Platform for the duration of this General Terms to book Accommodation services for distribution.
2.1.3.HotelRunner shall use commercially reasonable efforts to confirm Bookings in accordance with the Travel Agency’s requests.
2.1.4.HotelRunner gives no warranty, representation, or guarantee as to the accommodation or any Facilities and Services themselves. The relevant Supplier or Participating Hotel is solely responsible for the provision, standard, safety, quality, and legal compliance of the Rooms and all Facilities and Services, and for the accuracy of the information it provides. The recourse of the Travel Agency and any Guest in respect of the accommodation or its provision lies against the relevant Supplier or Participating Hotel, as passed through by HotelRunner under the applicable Terms and Conditions; HotelRunner’s role and liability are limited to the distribution of the Travel Services in accordance with these General Terms.
2.2.Travel Agency’s Role:
2.2.1.Travel Agency books Travel Service via the HotelRunner B2B Network API or the HotelRunner B2B Network Platform for distribution through its website located at the address registered by the Travel Agency with HotelRunner or its other distribution channels.
2.2.2.Travel Agency ensures booking authorization and acceptance of Terms and Conditions by all named parties.
2.2.3.Travel Agency is responsible for all payments to HotelRunner.
3.Parties’ Obligations
3.1.General Obligations
3.1.1.The Travel Agency is responsible for ensuring that the Terms and Conditions applicable to the Travel Services, as made available through the HotelRunner B2B Network Platform or the HotelRunner B2B Network API at the time of Booking, are brought to the attention of, and agreed with, their end consumers, intermediaries, and all other interested parties, prior to making a Booking.
3.1.2.To confirm a Booking, the Travel Agency must ensure that the Authorised User is authorized to make the booking and that all persons named on the booking (or their parent/guardian for those under 18) accept the Terms and Conditions applicable to the Travel Services, as made available through the HotelRunner B2B Network Platform or the HotelRunner B2B Network API at the time of Booking. The Travel Agency is responsible for informing all named persons of the Booking confirmation details and any other relevant information.
3.1.3.The Travel Agency is responsible for collecting payments from end consumers or intermediaries and remitting the full amount due to HotelRunner for the Travel Services. HotelRunner will make payments to the Supplier or Participating Hotel and the Travel Agency shall have no direct commercial relationship with the Supplier or Participating Hotel.
3.1.4.The Travel Agency shall provide the retail agency or end consumer with the following information:
3.1.4.1.All components included in and excluded from the price of the Travel Services, such as applicable taxes (including city taxes), fees, commissions, and any other relevant charges.
3.1.4.2.The regulations and consequences of a No-Show by the end consumer at the Accommodation establishment, the regulations regarding cancellations, annulments and modifications, as well as of any possible name changes of the Accommodation establishment plus the possible existence of stay taxes.
3.1.4.3.That all the end consumers, including children must have current personal and family documentation, either passport or national identity document, as required by the country or countries visited.
3.1.4.4.All extra services (special meals, extra beds, cots/cribs etc).
3.1.5.The Travel Agency shall issue a voucher for the Services containing the following wording: “Payable through HotelRunner FZCO, supplied through the HotelRunner B2B Network.”
3.1.6.Where the European Package Travel Directive applies due to the inclusion of Travel Services in a package, the Travel Agency undertakes to comply strictly with the Directive and any related legislation, ensuring all required information is provided to the end consumer and obtaining their approval when necessary. HotelRunner shall not be considered an “Organiser,” “Trader,” or “Retailer” under the Directive unless expressly agreed.
3.1.7.Sanctions and Restricted Destinations: No bookings for Travel Services shall be facilitated, arranged, or made by or through HotelRunner (a) in Cuba or any other country or region subject to comprehensive sanctions or embargo under the sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC“), the European Union, or the United Kingdom, the United Nations Security Council, or the United Arab Emirates (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine, as such list may be updated by the relevant authority from time to time), where such travel requires a government licence or is otherwise restricted under applicable law, or (b) for or on behalf of any person or entity identified on OFAC’s Specially Designated Nationals and Blocked Persons List, the EU Consolidated Sanctions List, the UK Sanctions List, the United Nations Security Council Consolidated List, or any other applicable restrictive measures list. No refunds or liability will be incurred by HotelRunner for Bookings blocked, cancelled, or made without the required licence or in violation of this Clause.
3.1.8.Travel Agency shall provide any Information and notify HotelRunner should any of Information that will be requested by HotelRunner (“Information”) fully, accurately, and in a timely manner, and shall promptly notify HotelRunner, and in any event no later than 3 (three) Business Days, after any material change to any of the Information. The Travel Agency shall bear all costs, fees, and expenses associated with obtaining, preparing, updating, and delivering the Information or fulfilling any due diligence, verification or regulatory requirement requested by HotelRunner or any Regulatory Authority. Any failure by the Travel Agency to provide the Information, or to notify HotelRunner of any material change within the required timelines, shall constitute a material breach of this General Terms. HotelRunner shall be entitled to suspend the Services or terminate this General Terms for cause immediately, without liability to the Travel Agency. The Travel Agency shall indemnify and hold HotelRunner harmless from and against any losses, fines, liabilities, penalties, or expenses arising out of or relating to incomplete, inaccurate, delayed or misleading Information.
3.1.9.HotelRunner shall be responsible for obtaining the Availability, Rates, and Inventory data, as well as other relevant property information (“ARI Data”), directly from each Supplier or Participating Hotel with which HotelRunner has a valid commercial agreement. HotelRunner shall provide commercially reasonable effort to ensure that such ARI Data is accurately transmitted and distributed as made available by Participating Hotels the Travel Agency through the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API. HotelRunner shall not be liable for any delays, inaccuracies, outages, or interruptions caused by Hotels, third-party integrations, caching mechanisms, system maintenance, or external technical conditions beyond HotelRunner’s reasonable control.
3.1.10.Travel Agency acknowledges and agrees that HotelRunner is the sole owner of the contractual and commercial relationship with each Supplier or Participating Hotel, and that all ARI Data, content, and associated information distributed through the HotelRunner B2B Network are and shall remain under HotelRunner’s exclusive contractual and operational control. The Travel Agency acts solely as a distribution partner authorized by HotelRunner to market and sell the relevant Travel Services under the conditions defined by HotelRunner.
3.1.11.Travel Agency shall not directly contact any Supplier or Participating Hotel connected through the HotelRunner B2B Network for the purpose of requesting more advantageous rates, availability, payment terms, policies, or any commercial conditions relating to the inventory received via the HotelRunner B2B Network, nor shall it attempt to route payments, guest communication, or operational processes directly to the Supplier or Participating Hotel for such inventory. This restriction does not prohibit the Travel Agency from maintaining or entering into its own independent commercial agreements with hotels, provided that such agreements do not relate to, interfere with, or seek to bypass the inventory, pricing, or commercial conditions supplied through the HotelRunner B2B Network. The Travel Agency is solely responsible for ensuring that all ARI Data received from the HotelRunner B2B Network is sold, displayed, and distributed in compliance with the commercial and operational rules, Feed Type restrictions, and market segmentation policies defined by HotelRunner. Any breach of this Clause constitutes a material breach and shall entitle HotelRunner to immediately suspend or terminate the Services for cause, without liability. The Travel Agency shall indemnify HotelRunner for any losses, revenue leakage, regulatory exposure, or claims arising from any unauthorized use, distribution, manipulation, or breach of the permitted usage of ARI Data.
3.1.12.HotelRunner shall have no liability for any misuse, alteration, or misrepresentation or unauthorized distribution of any ARI Data by the Travel Agency or its Sub-Agents. The Travel Agency shall be solely responsible for all actions taken by its employees, contractors, and Sub-Agents with respect to ARI Data, and shall fully indemnify HotelRunner against any claims, disputes, liabilities, penalties, losses, or damages arising therefrom.
3.1.13.Upon termination or expiry of this General Terms and Buyer Agreement, or at any time upon HotelRunner’s written request, the Travel Agency shall, at HotelRunner’s election, promptly return or securely destroy all ARI Data and Guest Data in its possession or control, and shall certify such return or destruction in writing. The Travel Agency shall maintain an auditable record of its access to and use of ARI Data and Guest Data for a period of not less than 3 (three) years following the date such data was accessed, and shall make that record available to HotelRunner promptly upon request, including for the purpose of responding to an audit or data request from a Supplier or Participating Hotel, or regulator.
3.1.14.The Travel Agency shall only display, use, or otherwise exploit photographs, images, videos, descriptions, and other content relating to a Supplier, Participating Hotel or Accommodation that have been sourced through the HotelRunner B2B Network Platform or the HotelRunner B2B Network API, or through an image or content provider approved by the relevant Supplier or Participating Hotel. The Travel Agency shall not independently source, alter, crop, add overlays or watermarks to, or otherwise modify any such content without HotelRunner’s prior written consent, and shall remove any non-conforming content promptly upon HotelRunner’s request.
3.1.15.The Travel Agency represents, warrants, and undertakes that it, its officers, employees, contractors, and Sub-Agents shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, all applicable trade sanctions and export control laws, including regulations administered by the U.S. Office of Foreign Assets Control, and all applicable anti-money laundering laws, including the USA PATRIOT Act and the Bank Secrecy Act. The Travel Agency shall not, and shall ensure its Sub-Agents do not, offer, give, solicit, or accept any bribe, kickback, or other improper payment in connection with this General Terms, and shall not deal with any person or entity that is the subject of applicable trade sanctions. HotelRunner may audit the Travel Agency’s compliance with this clause on reasonable notice and may immediately suspend or terminate this General Terms upon a breach of this clause.
3.1.16.Where the Travel Agency connects to the HotelRunner B2B Network API, transmits Bookings, or processes guest payment card data, it shall comply with the Payment Card Industry Data Security Standard (PCI DSS), as amended from time to time, and shall use only publicly signed SSL/TLS certificates (such as those issued by a recognized certificate authority) for any data exchange over a secure socket layer. The Travel Agency shall promptly notify HotelRunner of any actual or suspected security incident affecting ARI Data, Guest Data, or payment card data and shall cooperate with HotelRunner’s investigation and remediation of any such incident. The Travel Agency shall not transmit payment card data of any Guest or end consumer to HotelRunner.
3.1.17.The Travel Agency acknowledges that the HotelRunner B2B Network also relies on connectivity platforms and services provided by third-party technology and distribution providers and on the systems of Hotels and Suppliers, none of which are controlled by HotelRunner. HotelRunner shall have no liability for any failure, error, delay, suspension, or unavailability of the Service to the extent caused by such third-party connectivity providers, Hotels, or Suppliers, including any suspension or termination of a Supplier Connection by a Hotel, Supplier, or connectivity provider. HotelRunner may suspend the Travel Agency’s access to any affected Supplier Connection, ARI Data, or booking functionality where required to comply with an instruction, suspension, or termination imposed by a Hotel, Supplier, or connectivity provider, without liability to the Travel Agency, provided HotelRunner notifies the Travel Agency as soon as reasonably practicable.
3.2.ARI Integrity and Distribution
3.2.1.The Travel Agency shall strictly comply with all ARI Data and commercial conditions and distribution rules provided by HotelRunner, including but not limited to the applicable Feed Type, Market-Specific Rate, channel restrictions and market segmentation rules. The Travel Agency acknowledges that all Rates are supplied, managed, and controlled by HotelRunner as the exclusive source of the Travel Services distributed through the HotelRunner B2B Network.
3.2.2.The Travel Agency acknowledges that ARI Data is pushed to the HotelRunner B2B Network by Suppliers and their connectivity providers on a rolling basis, covering arrival dates falling within up to 365 (three hundred and sixty-five) days from the date of booking and that HotelRunner shall have no liability for the unavailability of ARI Data, rates, or Bookings beyond that window. The Travel Agency shall not represent to end-customers, and shall ensure its Sub-Agents do not represent to end-customers, that Accommodation is available or bookable beyond the then-current 365-day window.
3.2.3.The Travel Agency shall not engage in any conduct that may constitute unfair competition, including but not limited to manipulating prices, applying unauthorized markups, discounts rebates, or alterations to the Rates, publishing or advertising rates lower than those provided by HotelRunner, redistributing HotelRunner B2B Network inventory through unauthorized channels, metasearch platforms, or third-party systems or engaging in rate‐scraping, misuse of APIs, caching, or any other form of unauthorized extraction or replication of ARI Data.
3.2.4.The Travel Agency shall ensure and actively monitor that any Sub-Agent, reseller, or third party connected through its systems fully complies with this Clause, and the Travel Agency shall remain fully and unconditionally liable for any breach committed by such parties.
3.2.5.The Travel Agency is responsible for monitoring, supervising, and controlling its own systems and Sub-Agents to ensure that all published rates and listings always remain fully compliant with the rate and distribution conditions, Feed Type restrictions, and any applicable commercial and operational rules communicated by HotelRunner. Any failure to identify or remediate non-compliant behaviour shall constitute a breach by the Travel Agency.
3.2.6.In the event of any breach of this Clause, HotelRunner, at its sole discretion, shall be entitled to (i) suspend or restrict the Travel Agency’s access to the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API, (ii) recover from the Travel Agency all Losses suffered by HotelRunner as a result of such breach, including any amounts payable by HotelRunner to any Supplier or Participating Hotel, and/or (iii) terminate this General Terms with immediate effect, without prejudice to any other rights or remedies available to HotelRunner under this General Terms or Applicable Law. The Travel Agency shall indemnify HotelRunner for any losses, revenue leakage, claims, penalties, or damages arising from such breach.
3.2.7.Where a Supplier or Participating Hotel has, pursuant to its agreement with HotelRunner, directed that its inventory be distributed exclusively through the HotelRunner B2B Network, HotelRunner shall notify the Travel Agency in writing. The Travel Agency shall not source, book, or distribute that Supplier’s or Participating Hotel’s inventory through any channel other than the HotelRunner B2B Network for the duration of such direction. This obligation ceases automatically in respect of any specific property upon HotelRunner ceasing to distribute its inventory through the HotelRunner B2B Network, with HotelRunner providing written notice of such cessation without undue delay.
4.Bookings: How to Book Travel Service
4.1.The Travel Agency shall carefully check the dates, the price, end customer details, the destination and the Travel Service details before completing any Booking. Information relating to the cancellations policy, costs and details applicable to the Booking will also be displayed during this process.
4.2.Unless otherwise specified by HotelRunner, the Travel Agency is permitted to book up to 5 Rooms per stay for Accommodation services. Bookings of 6 or more Rooms per stay (whether in one or multiple Bookings) will be considered a “Group Booking” and are subject to HotelRunner’s confirmation, which may result in modification or cancellation at the HotelRunner’s discretion.
4.3.Once HotelRunner has received the Travel Agency’s Booking and, in the case of a non-refundable Rate, Booking Amount has been received in cleared funds in HotelRunner’s designated bank account (or, where Deferred Payment has been granted in the Special Conditions, the Booking falls within the applicable deferred payment limit), HotelRunner will confirm by HotelRunner B2B Network API response or issuing a confirmation e-mail containing a booking voucher including the Booking reference.
4.4.HotelRunner, through the HotelRunner B2B Network API, will provide the codes and descriptions of categories, meal arrangements and Room types available in the system and which are specific for each service and/or booking. It is the obligation of the Travel Agency to keep its system properly mapped and updated with this information. Likewise, the Travel Agency is under the obligation to develop and comply with the points indicated in Schedule 2 of the Buyer Agreement. HotelRunner will accept no liability resulting from any failure by the Travel Agency to comply with these obligations, and the Travel Agency undertakes to accept any financial discrepancy or problem arising both now and in the future as a result of this non-compliance, and will hold HotelRunner harmless at all times.
4.5Accommodation Services
The Travel Services distributed under these General Terms comprise Accommodation services subject to the following standard conditions:
4.5.1Children: Discounts for children are governed by the applicable Rate conditions and the policy of the relevant Supplier or Participating Hotel, and apply only when children share a room with adults without an extra bed.
4.5.2Cots and Cribs: Availability is subject to confirmation and may incur additional charges per the Supplier or Participating Hotel policy.
4.5.3Third Person / Extra Beds: Extra beds are subject to availability and are charged in accordance with the applicable Rate conditions.
4.5.4No-Show: A No-Show is treated as a cancellation and is chargeable in accordance with the No-Show policy of the relevant Supplier or Participating Hotel as made available by HotelRunner at the time of Booking, which may be up to one hundred percent (100%) of the total booking cost.
4.5.5Modifications: Changes to stay periods or guest names are treated as cancellations unless otherwise confirmed by HotelRunner in writing.
4.5.6Cancellations: Cancellation charges are governed by the applicable Rate conditions and the Supplier or Participating Hotel policy made available by HotelRunner at the time of Booking. The Travel Agency shall communicate the applicable cancellation policy to end consumers before Booking.
4.5.7Local Taxes and Fees: Destination-payable taxes and fees (including city tax, tourism levy, and resort fees) apply only to those expressly identified as payable locally in the applicable Rate conditions. HotelRunner shall pass through to the Travel Agency the benefit of any indemnity it recovers from a Supplier or Participating Hotel in respect of inaccurate tax or mandatory fee information.
4.5.8Deposits: The Travel Agency shall disclose to end consumers that the Participating Hotel may require a holding or incidental deposit at check-in. The Travel Agency is not responsible for collecting such deposits on behalf of the hotel.
4.5.9Early Departure: Where a guest departs before the end of the booked stay, the early departure is treated as a late cancellation of the unconsumed nights and is chargeable in accordance with the cancellation policy of the relevant Supplier or Participating Hotel. No refund is due in respect of nights charged on that basis.
4.5.10Booking Incidents and Relocation: Where a Supplier or Participating Hotel is unable to provide the booked accommodation, HotelRunner shall use commercially reasonable efforts to enforce relocation, compensation, and reimbursement obligations of the relevant Supplier or Participating Hotel, and shall pass through to the Travel Agency the benefit of any amounts so recovered, net of HotelRunner’s direct costs of recovery.
4.5.11Rate and Content Errors: Where a Booking is affected by a manifest or obvious error in Rate or Content, HotelRunner reserves the right to cancel the Booking with prompt notice. Where the relevant Supplier or Participating Hotel honours, or is required under its agreement with HotelRunner to honour, the Booking at the erroneous Rate, HotelRunner shall pass the same treatment through to the Travel Agency.
4.5.12Conditional Booking Confirmation: A Booking confirmation issued by HotelRunner is conditional on acceptance of the corresponding reservation by the relevant Supplier or Participating Hotel. Where such acceptance is not obtained, HotelRunner may cancel the Booking within twenty-four (24) hours of confirmation, and the Travel Agency’s sole remedy shall be a full credit or refund of all amounts paid in respect of that Booking.
5.Pricing and Payment
5.1.Prices
5.1.1.Prices offered to the Travel Agency are confidential and may not be disclosed to any third party, including subsidiaries, affiliates, or holding companies of the Travel Agency.
5.1.2.Unless otherwise indicated, prices quoted via the HotelRunner B2B Network API are net prices (non-commissionable), save where the SELL Model applies, in which case prices are quoted as SELL Rates from which the Travel Agency retains the Buyer Commission in accordance with the Commercial Terms, including all indirect taxes except tourist/stay taxes, which are payable by the end consumer at the destination. Any tax changes will be reflected in the prices offered.
5.1.3.Prices quoted are per person per night or per unit per night. Price does not include any extra services such as telephone calls, insurance, laundry service, minibar, parking, etc., which shall be paid directly by the end consumer.
5.1.4.The Travel Agency acknowledges and agrees that HotelRunner may distribute different pricing and availability configurations (each, a “Feed Type”) for the same Travel Service based on the intended distribution channel. Feed Types may include, but are not limited to, B2B, B2C, metasearch, mobile, package, and corporate. The Travel Agency shall not publish, redistribute, or otherwise use any rate or offer outside its designated Feed Type. For example, rates provided under a B2B Feed Type may not be used on metasearch or B2C platforms. The Travel Agency is required to ensure its systems and connected Sub-Agents accurately reflect and preserve the integrity of the Feed Type structure as supplied by HotelRunner. Any breach of this Clause, including but not limited to cross-posting, repurposing, or misrepresenting Feed Types, shall entitle HotelRunner, at its sole discretion, to:
5.1.4.1.cancel any affected Bookings,
5.1.4.2.immediately suspend or terminate access to the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API ,
5.1.4.3.request compensation for any resulting direct or indirect Losses, and require reimbursement of any amounts payable by HotelRunner to any Supplier or Participating Hotel and of any commercial or reputational damage incurred as a result of such misuse.
HotelRunner reserves the right to audit the Travel Agency’s distribution channels and Feed Type compliance at any time.
5.1.5.HotelRunner may provide Market-Specific Rates to Travel Agency through the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API. These Market-Specific Rates are intended to be shown only to guests in the relevant target market. The Travel Agency is responsible for making sure these Market-Specific Rates are shown only to users from the correct markets. It must not display or promote these rates to users outside the intended regions. If the Travel Agency fails to comply with this obligation, HotelRunner may:
5.1.5.1.cancel any affected bookings,
5.1.5.2.suspend or terminate access to the HotelRunner B2B Network Platform or HotelRunner B2B Network API,
5.1.5.3.claim compensation for any losses or damages resulting from such misuse, and
5.1.5.4.require reimbursement of any amounts payable by HotelRunner to any Supplier or Participating Hotel and of any commercial or reputational harm caused.
5.1.6.HotelRunner reserves the right to audit the Travel Agency’s compliance with market segmentation rules at any time.
5.1.7.The price does not include any service not specified in the Booking confirmation. Prices and availability are subject to change until the Booking is confirmed.
5.1.8.Pricing details are as described in Commercial Terms.
5.2.Payment Terms
The Travel Agency shall be invoiced according to current prices at the time of online confirmation of the Booking. Further payment terms are as described in Commercial Terms .
5.3.Payment Method
Payments shall be made in the settlement currency specified in the Commercial Terms or, if none is specified, in the currency appearing on the invoice, by means of the Pay-in Type specified in the Commercial Terms.
Where the Travel Agency’s Pay-in Type is Wire Transfer (Prepayment), the Travel Agency shall transfer sufficient cleared funds in advance by wire transfer to HotelRunner’s designated bank account to cover the Booking Amount as and when it falls due. Payment for non-refundable Rates must be received in cleared funds before confirmation. Payment for all other Rates must be received no later than the applicable cancellation deadline. The Travel Agency shall maintain a sufficient prepaid balance at all times to cover all outstanding Bookings. HotelRunner shall apply the Booking Amount of each confirmed Booking against the Travel Agency’s prepaid balance as and when it falls due. Where the prepaid balance is insufficient to cover a Booking Amount at the applicable payment deadline, HotelRunner may decline to confirm the relevant Booking or cancel it without liability to the Travel Agency, and the Travel Agency shall remain liable for any cancellation charges or Losses arising.
5.4.Payment Model
Payment Model shall be as set out in Commercial Terms.
5.5.Changes to Fees
HotelRunner may amend the Network Access Fee tariff, the per-reservation shortfall rate, the excess-request fee, the Buyer Commission and any other fee applicable to the Travel Agency by giving at least thirty (30) days’ prior written notice. Any amendment takes effect on the date specified in the notice. Continued use of the HotelRunner B2B Network following that date constitutes acceptance. Amendments to fees do not require re-execution of the Buyer Agreement but shall be reflected in updated Commercial Terms notified to the Travel Agency. For the avoidance of doubt, save for this Clause 5.5 and HotelRunner’s rights under the Buyer Agreement to reassess and require an increase of the Collateral and to determine or reassess the applicable Network Access Fee tier, the commercial parameters set out in Schedule 1 of the Buyer Agreement (including the Commercial Model, Pay-in Type and Single-Source Guaranteed Hotels) may be amended only by a written instrument signed by both Parties. HotelRunner shall exercise its rights under this Clause 5.5 by reference to prevailing commercial and market conditions.
6.Invoicing
6.1.Invoices must be paid in full. No deductions by the Travel Agency are allowed. Any disagreement regarding the invoice must be communicated to HotelRunner within ten (10) Business Days of the invoice date. Any disagreement communicated after this period constitutes acceptance of the invoice. The Network Access Fee and any other periodic fees shall be invoiced monthly in arrears and shall be due, and deducted from the Travel Agency’s prepaid balance, five (5) Business Days after the invoice date. Where an amount has already been applied, the relevant invoice shall serve as a receipt and statement of account.
6.2.HotelRunner shall receive the net price on a timely basis and the Travel Agency hereby assumes any cost or expenses that may arise from the payment. Therefore, any deficiency in payment arising from bank charges or as a result of currency conversion shall be paid by the Travel Agency.
6.3.The Travel Agency shall be responsible for, and shall indemnify HotelRunner against, any chargeback, reversal, recall, or disputed transaction relating to its Bookings or to any payment made under the applicable Pay-in Type. Where tax withholding is required, the Travel Agency shall submit the necessary filings and provide HotelRunner with the relevant governmental receipts. For cross-border transactions, the Travel Agency shall provide a certificate of tax residence annually.
6.4.If tax withholding is required, the Travel Agency shall submit necessary filings and provide HotelRunner with governmental receipts. For cross-border transactions, the Travel Agency shall provide HotelRunner with a certificate of tax residence on an annual basis, and shall, without waiting for a request from HotelRunner, promptly provide an updated certificate upon any renewal, expiration, or change affecting its tax residence status.
7.Lack of Payment
7.1.In the case of a non-refundable Rate, HotelRunner shall confirm the Booking only upon receipt of the Booking Amount in cleared funds in HotelRunner’s designated bank account; in the case of all other Rates, the Booking Amount shall be due and payable on or before the applicable cancellation deadline; save, in each case, where Deferred Payment has been expressly granted in the Special Conditions.
7.2.In the event that payment for the Booking is not received by the date and payment method agreed or that there is a failure to fulfil all requirements, HotelRunner may automatically cancel the Bookings with no right on the part of the Travel Agency, Sub-Agents of the Travel Agency, guest of the Travel Agency and/or the end consumer to claim any service provision or amount whatsoever from HotelRunner on account of such an annulment.
7.3.In the event that the Travel Agency fails to attend its payment obligations and while such situation is not fully remedied by the Travel Agency, HotelRunner may automatically restrict access or deactivate at any time the HotelRunner B2B Network API and/or the HotelRunner B2B Network Platform access.
7.4.Interest and Costs of Collection: HotelRunner shall be entitled to charge interest on any amount not paid when due (except amounts subject to a bona fide dispute notified in accordance with these General Terms), from the due date until the date of payment in full, at the rate determined by HotelRunner by reference to the prevailing market conditions applicable to the currency in which such amount is denominated, as notified to the Travel Agency in writing or displayed on the HotelRunner B2B Network Platform from time to time, or, if higher, the statutory default interest rate applicable to such currency, in each case not exceeding the maximum rate permitted by Applicable Law. Such interest shall accrue daily. In addition, the Travel Agency shall reimburse HotelRunner for all costs and expenses incurred in recovering overdue amounts, including collection costs, enforcement costs, and legal and professional fees.
8.Unauthorized Room Blocks for Travel Service
8.1.Holding Room Blocks is considered a prohibited behaviour.
8.2.The use of the HotelRunner B2B Network API is limited to FIT (Fully Independent Traveler) Bookings, save for Group Bookings expressly approved in writing by HotelRunner, and as such HotelRunner’s database inventory is protected against any other unauthorized use.
8.3.The blocking of multiple Rooms with unconfirmed names, ensuing name changes or cancellation within forty- five (45) days of arrival is prohibited, due to database inventory restraints.
8.4.Should any such blocks be detected, HotelRunner reserves the right to deny and cancel said bookings in its sole discretion.
9.Offsetting
9.1.HotelRunner shall be entitled, at any time and without prior notice, to set off, deduct or withhold any amount owed by the Travel Agency (or any of its Affiliates) to HotelRunner or any of its Affiliates, whether under these General Terms, the Buyer Agreement or otherwise, and whether present or future, actual or contingent, liquidated or unliquidated, against any amount owed by HotelRunner or any of its Affiliates to the Travel Agency (or any of its Affiliates), and to apply the Collateral and any credit, balance or prepayment held by or for HotelRunner for such purpose. The Travel Agency shall not be entitled to set off, deduct or withhold any amount against any amount due to HotelRunner.
9.2.Amounts subject to set-off include, without limitation: the price of Bookings; the Network Access Fee, the Integration Fee and any other fees; cancellation, No-Show and relocation costs; chargebacks, refunds and payment reversals; interest and costs of collection under Clause 7.4; Taxes; penalties, fines and Assessments; and any amount for which the Travel Agency is liable to indemnify HotelRunner under these General Terms. Where the relevant amounts are denominated in different currencies, HotelRunner may convert them at a commercially reasonable rate of exchange selected by HotelRunner.
10.HotelRunner B2B Network API Access and HotelRunner B2B Network Platform Use
10.1.The use of the HotelRunner B2B Network API by the Travel Agency is for the sole use of distributing Travel Service by the Travel Agency and no access code use may be transferred or disclosed to third parties including, but not limited to, representatives or subsidiaries of the Travel Agency.
10.2.The Travel Agency, Authorised User, and HotelRunner personnel using the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API are directly responsible for the use of their own Access Codes, which must not be shared with other users nor disclosed by any means. In the event of improper use thereof, such Access Codes shall be withdrawn; sales will immediately be stopped and Potentially Fraudulent Bookings cancelled. In the event HotelRunner or the Travel Agency detects the fraudulent or improper use of the Access Codes by the Travel Agency, including its current and former employees, HotelRunner reserves the right to take any legal action pursuant to the protection of its legitimate interest and claim to the Travel Agency the cancellation costs of the Potentially Fraudulent Bookings.
10.3.The Travel Agency shall not:
10.3.1.post, transmit or disseminate any information on or via the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API which is or may be harmful, obscene, defamatory or otherwise illegal, or may cause an infringement of the rights of any other;
10.3.2.make any other unauthorized, false or the Potentially Fraudulent Booking. The Travel Agency shall be solely liable for the Bookings and/or modifications made and for any administrative procedures carried out using its Access Codes, as well as any other operations carried out by the Travel Agency, for which the Travel Agency accepts it is solely responsible for any and all obligations arising as a result;
10.3.3.use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API including, but not limited to, uploading or making available files containing corrupt data or viruses via whatever means;
10.3.4.deface, alter or interfere with the appearance and layout of the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API or the underlying software code;
10.3.5.take any action that imposes an unreasonable or disproportionately large load on the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API or related infrastructure.
10.4.Without prejudice to any of HotelRunner’s other rights, HotelRunner reserves the right to deny access to the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API and/or cancel the bookings wherever and whenever HotelRunner believes (in HotelRunner’s absolute discretion) that the Travel Agency is in breach of any of this General Terms or the Terms and Conditions which are applicable to the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API and/or the transactions carried out through the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API.
10.5.Look-to-Book Ratio and Request Limits. The Travel Agency shall maintain a look-to-book ratio (the ratio of availability, rate or search requests to confirmed Bookings) no less favourable to HotelRunner than the maximum ratio specified in the Commercial Terms, and shall comply with the TPS and any other request-rate, volume or throughput limits allocated or notified by HotelRunner from time to time, which reflect the equivalent obligations imposed on HotelRunner under its agreements with Suppliers and connectivity providers. If the Travel Agency exceeds the applicable ratio or limits, HotelRunner may, at its discretion and without liability, (i) throttle, restrict or suspend the Travel Agency’s access to the HotelRunner B2B Network API or its search functionality, (ii) apply the excess-request fee set out in the Commercial Terms, and/or (iii) require corrective action within a period specified by HotelRunner. HotelRunner may reallocate the TPS by notice as an Operational and Technical Update under Clause 23.2. Persistent or material non-compliance with this Clause shall constitute a material breach.
11.API Integration
11.1.The Travel Agency understands and accepts that as part of the API Integration process with HotelRunner, the Travel Agency must correctly pass the certification process accrediting the appropriate use thereof by the Travel Agency. Once the API Integration has been completed (either directly through HotelRunner or via a third party), the Travel Agency will be solely liable for any actions that it carries out through the API Integration, HotelRunner may make improvements or changes to the information, elements, data, services and other elements of the HotelRunner B2B Network API, or suspend or revoke the API Integration, at any time without prior notice.
11.2.The Travel Agency accepts that the points indicated in the Schedule 2 of the Buyer Agreement are mandatory technical specifications that the Travel Agency shall implement and maintain as part of the process for obtaining the API Integration credentials.
11.3.By means of this General Terms, HotelRunner provides the Terms and Conditions applicable to the Travel Services through the HotelRunner B2B Network Platform or the HotelRunner B2B Network API for all the Travel Services it makes available.
11.4.HotelRunner may suspend access to the HotelRunner B2B Network API, for maintenance work, network security reasons or as a result of Force Majeure Event, with no obligation to compensate the Travel Agency in any way for the period during which access is suspended. Additionally, HotelRunner reserves the right to disconnect the Travel Agency in the event of any misuse of the API Integration being detected, including improper use of the Workflow and any other mandatory points included in Schedule 2 of the Buyer Agreement.
12.Term, Termination and Liability
12.1.These General Terms shall commence on the Effective Date and shall remain in force for an initial term of one (1) year (the “Term”). Unless either Party gives written notice of non-renewal in accordance with the notice periods set out in Clause 12.3 prior to the expiry of the then-current Term, or these General Terms are otherwise terminated in accordance with their terms, they shall automatically renew for successive periods of one (1) year.
12.2.These General Terms and the Buyer Agreement shall not take effect, and HotelRunner shall not be required to grant the Travel Agency access to the HotelRunner B2B Network or provide any Services, unless and until the Travel Agency has paid any Integration Fee due under the Buyer Agreement and funded any required Collateral, and transferred an initial prepayment in cleared funds to HotelRunner’s designated bank account in an amount sufficient to cover the anticipated Booking volume as notified by HotelRunner. If at any time the Travel Agency’s prepaid balance falls below the amount required to cover outstanding and anticipated Bookings, or if the Travel Agency fails to transfer required payments when due: (a) HotelRunner shall be entitled to suspend confirmation of new Bookings; (b) HotelRunner may cancel unconfirmed Bookings without liability; (c) HotelRunner may restrict or suspend access to the HotelRunner B2B Network until the prepaid balance has been replenished to a level satisfactory to HotelRunner; and (d) all amounts due or to become due to HotelRunner shall become immediately payable.
12.3.Either Party may terminate this General Terms by giving notice to the other Party as follows:
| Party initiating termination | Notice |
| HotelRunner | At least 1 month’s notice |
| Travel Agency | At least 2 months’ notice |
12.4.The Travel Agency may terminate these General Terms at any time for convenience by giving written notice to HotelRunner. Such termination shall take effect upon the expiry of the applicable notice period set out in Clause 12.3, unless the Travel Agency designates a later effective date in its termination notice. Upon such termination, or any other termination or expiry of these General Terms for any reason: (a) HotelRunner shall no longer be obliged to accept or process any new Bookings; (b) all Bookings confirmed prior to the effective date of termination shall be performed, and all amounts due in respect thereof shall be paid by the Travel Agency in full, in accordance with these General Terms (the period until the check-out date of the last such Booking, the “Run-off Period”); and (c) subject to HotelRunner’s rights of deduction, set-off, withholding and retention under these General Terms and Applicable Law, following the expiry of 180 (one hundred eighty) days after the end of the Run-off Period and final reconciliation (the “Holdback Period“), HotelRunner shall return to the Travel Agency the Collateral and any other amount actually held by HotelRunner for the Travel Agency, less any amounts HotelRunner is entitled to deduct, set off, withhold or retain, including in respect of any chargebacks, refunds, claims or penalties arising during the Holdback Period. No amount shall be returned prior to the expiry of the Holdback Period and the settlement in full of all amounts due to HotelRunner. Funds standing to the HotelRunner’s rights of deduction, set-off and retention under these General Terms (including during the Run-off Period and the Holdback Period) shall apply to any prepaid balance, Collateral or other amounts held by HotelRunner for the Travel Agency.
12.5.These General Terms and the Buyer Agreement constitute a single contractual arrangement for the purposes of this Clause 12. Termination or expiry of these General Terms shall automatically terminate the Buyer Agreement, and termination or expiry of the Buyer Agreement shall automatically terminate these General Terms. Every right of HotelRunner under these General Terms to suspend the Services or to terminate shall apply equally to the Buyer Agreement, and every reference in this Clause 12 to termination of these General Terms includes termination of the Buyer Agreement. Termination of this General Terms for any reason shall not affect any Bookings confirmed before the effective date of termination. Both Parties shall continue to perform all obligations relating to such Bookings until the final guest has completed the stay and checked out of the property. The Travel Agency may cease purchasing new inventory from HotelRunner; however, both Parties remain fully responsible for all operational, financial, regulatory, and customer-support obligations for all confirmed Bookings until completed.
12.6.Without prejudice to any other rights or remedies available to it, HotelRunner may at its sole discretion terminate or suspend the Services immediately, in whole or in part, if:
12.6.1.required by any Regulatory Authority, applicable Payment Scheme Rules, card scheme, or applicable payment network;
12.6.2.HotelRunner determines in its reasonable opinion that continuing to provide any of the Services may cause a breach of, or the products or Services sold by the Travel Agency using the Services are in breach of, or expose HotelRunner to liability under, Applicable Law (including any anti-money laundering, sanctions, e-money or payment regulations) or applicable Payment Scheme Rules, or expose HotelRunner to increased financial or regulatory risk or risk of Losses;
12.6.3.a bank payment system, issuer, VCC provider, card scheme or any other third party service provider ceases to provide HotelRunner or the Travel Agency with any service essential for HotelRunner to provide the Services;
12.6.4.there is a change in ownership or control of any of the Travel Agency that may adversely affect HotelRunner’s ability to perform its obligations and undertakings under this General Terms to the Travel Agency or increase its risk exposure;
12.6.5.the Travel Agency commences insolvency, bankruptcy, receivership or, liquidation, judicial management, administration or other such similar proceedings, or negative financial information from the Travel Agency is received by HotelRunner from any reliable third party (i.e. insurance companies); or any deterioration of the Travel Agency’s financial information from the Effective Date will be considered as negative financial information; or a creditor executes or attempts to execute a mortgage on the Travel Agency; or the Travel Agency suspends or ceases a substantial part of its business.
12.6.6.the products or services sold by the Travel Agency infringe, or are suspected to be infringing, a third party’s intellectual property rights;
12.6.7.the Travel Agency fails to meet its payment obligations or has any outstanding amounts due to HotelRunner;
12.6.8.HotelRunner determines in its reasonable opinion, that the continued provision of the Services under this General Terms to the Travel Agency may damage its brand, image, reputation or business; or
12.6.9.HotelRunner determines in its reasonable opinion, that the continued provision of the Services to the Travel Agency give rise to increased risk of Losses to HotelRunner;
12.6.10.the Travel Agency loses, surrenders, or fails to renew any licence, registration, or legal authorisation required to operate as a travel agency, tour operator, or distribution intermediary in any material jurisdiction in which it conducts its business;
12.6.11.the Travel Agency commits a material or repeated breach of any other term of this General Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten (10) Business Days after being notified in writing to do so.
12.6.12.an application is made to court, or an order is made, for the appointment of an administrator, liquidator, receiver, or similar officer or if a notice of intention to appoint an administrator, liquidator, receiver, or similar officer is given or if an administrator, liquidator, receiver, or similar officer is appointed, over the Travel Agency;
12.6.13.a creditor or encumbrancer of the Travel Agency attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days;
12.6.14.any event occurs, or proceeding is taken, with respect to the Travel Agency in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this General Terms;
12.6.15.the Travel Agency suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business, loses its licence or right to operate under its current brand name, or undergoes any material change in its business, ownership or financial condition affecting HotelRunner’s ability to perform its obligations; or
12.6.16.under any termination rights expressly set out in this General Terms.
12.7.Effects of Termination
12.7.1.Upon the early termination or expiration of the General Terms for any reason or when the Travel Agency ceases to operate or opts to no longer be part of the General Terms during the term of this General Terms, the Travel Agency agrees to (1) honor all Bookings made prior to the effective termination or expiration date, at the originally-reserved Rates, including those Bookings with check-in dates that occur subsequent to the termination or expiration of any applicable notice period, and (2) Settle the account accordingly.
12.7.2.If the Travel Agency intends to terminate this General Terms, it shall provide a written notice to HotelRunner in accordance with the notice period set out in Clause 12.3. Following receipt of such notice, HotelRunner may, at its discretion, suspend the Travel Agency’s sales through the HotelRunner B2B Network API or the HotelRunner B2B Network Platform at any time during that notice period. Additionally, the Travel Agency remains responsible for fulfilling any Bookings made prior to the termination notice and until the Termination that have check-in dates after such notice or the Termination.
12.7.3.If the Travel Agency terminates this General Terms without honoring the agreed notice periods in breach of this General Terms, HotelRunner shall be entitled to (i) immediately suspend the Travel Agency’s access to the HotelRunner B2B Network Platform and/or the HotelRunner B2B Network API, and/or (ii) withhold and set off, in accordance with Clause 9, the Collateral and any other amount due to or held by HotelRunner for the Travel Agency against such breach until such time as the Travel Agency has fully remedied the situation and/or compensated and/or indemnified HotelRunner accordingly as per Clause 13 (Indemnification) below.
13.Indemnification
13.1.The Travel Agency shall defend and hold harmless HotelRunner, its Affiliates, and their respective directors, employees, representatives, subcontractors, agents, successors, partners, buyers, and assigns (collectively, the “HotelRunner Indemnified Parties”) against each and all claims, demands, actions, and/or proceedings, including but not limited to those for damages, expenses, compensations, fines, liabilities, Losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation), costs and any and all interest, penalties and legal and other reasonable professional costs and expenses (including legal costs) suffered or incurred by any of the HotelRunner Indemnified Parties, or for which the HotelRunner Indemnified Parties may have become liable as a result of the Services rendered or in connection with any of the following:
13.1.1.The negligent act, omission or default of the Travel Agency, or Sub-Agents and its Affiliates, or any employee, sub-contractor or agent of the Travel Agency or its Sub-Agents and its Affiliates;
13.1.2.Any breach of contract on the part of the Travel Agency (including but not limited to any breach of the warranties given by the Travel Agency under this General Terms);
13.1.3.Any claims made against the HotelRunner Indemnified Parties by any Guest, end consumer or Sub-Agent to the extent arising from the acts or omissions of the Travel Agency or its Sub-Agents (including in respect of personal injury, quality issues, Bookings and Booking Incidents);
13.1.4.Any claim made against the HotelRunner Indemnified Parties for any actual or alleged infringement of any third party’s intellectual property rights;
13.1.5.Any unavailability of Rooms or relocation of Guests, and as a result of non-fulfilment of the termination obligations under Clause 12 (Term, Termination and Liability) of this General Terms.
13.1.6.any failure by the Travel Agency to disclose, collect or account for any taxes applicable to its sales to end consumers, or to inform end consumers accurately of destination-payable taxes and fees;
13.1.7.Any claim made against the HotelRunner Indemnified Parties as a result of the failure to pay any taxes that, as per the final findings of any applicable governmental authority, are determined to be due and owing by the Travel Agency.
13.1.8.Any liability for HotelRunner or its Affiliates including attorney’s fees resulting from a finding by a government enforcement agency, court, or tribunal of competent jurisdiction that provisions of this General Terms are illegal, invalid, or otherwise unenforceable under national or EU laws or the Applicable Laws;
13.1.9.Any claim made against the HotelRunner Indemnified Parties by any Supplier, Participating Hotel or third-party technology or connectivity provider arising out of or in connection with the use of the HotelRunner B2B Network by the Travel Agency or any of its Sub-Agents or Authorised Users, or out of any Guest Data or other data or content provided by any of them.
13.2.HotelRunner reserves the right to set-off and to deduct any and all costs caused by the abovementioned claims (including compensations and indemnifications incurred) from any amount due to the Travel Agency, the Collateral or the prepaid balance, in accordance with Clause 9.
13.3.The Travel Agency shall: (i) provide HotelRunner with updates in the way requested by HotelRunner on the progress of any claim including evidence that the claim has been settled or dismissed by the claimant as soon as reasonably practicable. In the event that the Travel Agency fails to comply with this Clause or if HotelRunner is not fully satisfied with the progress of the claim or in order to prevent further damages, HotelRunner shall assume immediate control of the claim at the Travel Agency’s cost. HotelRunner shall be entitled to set off any cost and compensation paid as consequence of the claim against any present, contingent and/or future amount(s) due or owing from the Travel Agency.
13.4.Nothing in this Clause shall restrict either Party’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim for indemnification.
14.Limitation of Liabilities
14.1.The Travel Agency shall indemnify HotelRunner in full for any Losses it suffers due to the Travel Agency’s acts or omissions or breach of this General Terms (including any breaches of applicable Payment Scheme Rules). This includes:
14.1.1.any expenses HotelRunner incurs;
14.1.2.any amounts HotelRunner must pay to another person or entity; or
14.1.3.any fines or penalties HotelRunner is required to pay to a Regulatory Authority, card scheme or applicable payment network.
14.2.Nothing in this General Terms will limit or exclude either Party’s liability for:
14.2.1.death or personal injury resulting from negligence;
14.2.2.gross negligence;
14.2.3.fraud or fraudulent misrepresentation; or
14.2.4.any other liability which cannot be excluded or limited by Applicable Laws.
14.3.Each Party shall only be liable to the other Party for Losses where they arise directly from something such Party has done, or failed to do, in breach of this General Terms and will not be liable to the other Party for (whether direct, indirect or consequential):
14.3.1.any special, exemplary or incidental losses;
14.3.2.loss of business, profits, contract, anticipated savings or business information; or
14.3.3.business interruption,
and, in each case, regardless of whether arising from negligence or breach of this General Terms and whether or not a Party was aware of the possibility that such Losses might be incurred. This Clause shall not limit the Travel Agency’s indemnification obligations under Clause 13.
14.4.Subject to Clauses 14.1, 14.2, 14.3, 14.5 and 14.6, (a) HotelRunner’s maximum total liability to the Travel Agency under this General Terms will be limited to an amount equal to the average monthly Net Revenue in a single calendar month, calculated over the three (3) months immediately preceding the event which gave rise to the claim, which the Parties acknowledge to be reasonable having regard to the nature of the Services, the fees payable hereunder and the limitations of liability available to HotelRunner from its own third-party technology and connectivity providers; and (b) the Travel Agency’s maximum total liability to HotelRunner under this General Terms will be limited to the total of all amounts paid or payable by the Travel Agency to HotelRunner (including the price of Bookings) in the twelve (12) months immediately preceding the event which gave rise to the claim.
14.5.Nothing in this General Terms will limit the Travel Agency’s liability for:
14.5.1.Parties’ Obligations (Clause 3 and Buyer Agreement)
14.5.2.Pricing and Payment (Clause 5)
14.5.3.Invoicing (Clause 6)
14.5.4.Lack of Payment (Clause 7), Offsetting (Clause 9) and Taxes (Clause 26);
14.5.5.Indemnification (Clause 13);
14.5.6.HotelRunner B2B Network API Access and HotelRunner B2B Network Platform Use (Clause 10);
14.5.7.API Integration (Clause 11 and Schedule 2 of the Buyer Agreement)
14.5.8.Confidentiality and Data Protection (Clause 16);
14.5.9.Change of Control (Clause 17);
14.5.10.Content and Intellectual Property (Clause 18);
14.5.11.General Compliance with Laws, Anti-Bribery, Anti-Money Laundering, Trade Restrictions and Business Ethics (Clause 20);
14.5.12.General Clauses (Clause 28)
14.5.13.Use/misuse of HotelRunner B2B Network API and the HotelRunner B2B Network Platform other than as expressly stated in the General Terms;
14.5.14.The Travel Agency’s obligation to pay fees, including HotelRunner’s fees, the Network Access Fee, and the fees from the Payment Method, third party acquirers and any other supporting entity, and all payment obligations under Schedule 1 of the Buyer Agreement (including the Payment Obligations, Collateral, Default Interest and Warranty provisions therein); and
14.5.15.any Losses where the Travel Agency is jointly and severally liable for each hotel,
(a) to (o) together, the “Travel Agency Uncapped Liabilities”).
14.6.HotelRunner is only liable for its own acts or omissions and not for the acts or omissions of any third parties, such as the VCC Payment, third party acquirer(s) or issuers.
14.7.Any variation to the terms of these General Terms that is specifically negotiated and agreed with a Travel Agency shall be set out in a Special Conditions section or annex to the Buyer Agreement, executed in writing by both Parties. Special Conditions apply only to the Travel Agency named therein and only to the extent expressly stated. In the event of conflict, Special Conditions prevail over these General Terms only in respect of the specific matter they expressly address. Deferred Payment terms, where granted, shall be set out in the Special Conditions of the Buyer Agreement.
15.Force Majeure
15.1.Neither Party shall be deemed in breach of this General Terms if the failure or delay in performance is caused by any incident or event reasonably beyond the control of such Party to prevent or avoid including, but not limited to: (i) Civil turmoil such as war, military conflict, acts of terrorism, riots, insurrection, public demonstration or other civil disturbances of any kind; (ii) Acts of God such as earthquake, fire, flood, force of nature, or any natural disaster; (iii) health-related crises such as virus, illness, deadly disease, pandemic, epidemic outbreak of contagious diseases; (iv) an event which is caused or contributed to by any cause, condition or other reason which adversely affects International or domestic travel, including but not limited to travel into the city or country where the Travel Agency is located, a Guest’s country of origin or any other; (v) any law, proclamation, regulation, declaration, ordinance, order or a similar provision issued by any international, national, municipal or regional health or governmental authority, international, national emergency (whether in fact or law), or other act, order or action of an applicable government, court, agency or regulatory authority including the issuing of recommendations or restrictions of movement of people to avoid travel to the country where the Travel Agency is located to a neighbor country or recommendation or restriction to prevent nationals or residents from leaving the country; (vi) any government or public health authority imposes restrictive measures on the movement or concentration of people or otherwise restrict the normal operation of activity of the state, region or municipality where the Travel Agency is located (each, a “Force Majeure Event”); provided that such affected Party gives the other Party written notice of the Force Majeure Event. If the Parties could not agree as to whether or not an event should be construed as a Force Majeure Event, HotelRunner will have the ultimate discretion in determination of the said event. For the avoidance of doubt, (a) a reduction in demand, Bookings or revenue, or the cancellation of any event, shall not constitute a Force Majeure Event, and (b) no Force Majeure Event shall excuse, suspend or defer any payment obligation of the Travel Agency, including the payment of the Network Access Fee and any amount due in respect of confirmed Bookings.
15.2.No failure, delay or discontinuance on the part of HotelRunner in exercising any right, power or privilege under this Clause shall operate as a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time; and such failure, delay or discontinuance shall not mean that HotelRunner shall not invoke this Clause in a similar or dissimilar condition.
15.3.In all cases, the affected Party shall use commercially reasonable efforts to cure or mitigate the consequent delay or failure to perform in order to not be deemed in breach of the General Terms.
15.4.During the period of any Force Majeure Event, HotelRunner shall be entitled to cancel any Booking, in which case any refund to the Travel Agency shall be limited to the amounts that HotelRunner actually recovers from the relevant Supplier or Participating Hotel in respect of that Booking.
15.5.In case of a Force Majeure Event suffered by, at, or in any way affecting the Travel Agency, HotelRunner shall not be responsible for the costs of any alternative Accommodation offered to a Guest.
15.6.Regardless of any extension of time afforded during a Force Majeure Event, if such Force Majeure Event remains uncured and/or continues in effect for a period of thirty (30) calendar days after the date of its original occurrence or discovery, then either Party may immediately terminate this General Terms by written notice to the other Party.
15.7.Termination of this General Terms due to a Force Majeure Event shall be without prejudice to the rights of the Parties with regard to any breach of this General Terms occurring prior to such termination.
16.Confidentiality and Data Protection
16.1.Each Party shall refrain from disclosing the Confidential Information and shall use it only in pursuance of the receiving Party’s business relationship with disclosing Party, and only as otherwise provided herein; provided however, each Party may release Confidential Information to their legal and financial advisors under the same duty of confidentiality herein.
16.2.Both Parties shall for the duration of this General Terms and three (3) years following this General Terms’s termination or expiry, protect any Confidential Information and use it solely to perform its obligations under this General Terms, however this will not apply to any part of the Confidential Information which is:
16.2.1.already or becomes available in the public domain other than because of a breach of this General Terms;
16.2.2.required to be disclosed by Applicable Law, any Regulatory Authority, or applicable Payment Scheme Rules;
16.2.3.already in the possession of the Party other than because of a breach of this General Terms;
16.2.4.disclosed by the Party to its professional advisers (provided that such advisers are bound by equivalent or stronger obligations of confidentiality);
16.2.5.required to be disclosed to a third party, who has the same confidentiality obligations as set out in this General Terms, for the purposes of: (i) equity or debt financing; (ii) acquisition or sale of a business or assets; or (iii) acquisition or sale of a corporate entity or the shares in such entity; or
16.2.6.disclosed by a Party to any member of its Group, Affiliate or anyone else involved in providing, or receipt of, the Services under this General Terms.
16.3.Each Party acknowledges that any actual or threatened breach of this Clause may cause the non-breaching Party harm for which monetary damages alone would not be an adequate remedy, and accordingly the non-breaching Party shall be entitled to seek injunctive and other equitable relief in respect of any such breach, without the necessity of posting a bond or proving actual damages, in addition to and without prejudice to any other rights or remedies available to it at law or in equity.
16.4.Each Party and, where applicable, its representative/s, are informed that their Personal Data or customer Personal Data will be processed by the other Party for the purpose of allowing the correct development, compliance and control of the agreed provision of Services, with the basis of the processing being the fulfilment of the contractual relationship between the Parties. Either Party’s identification is a necessary requirement in order to formalize this General Terms. The Personal Data will be kept by the relevant Party during the term of the General Terms and even once the same has been terminated, until the eventual responsibilities derived from the General Terms have prescribed. The Personal Data may be disclosed to banks and other financial entities for the management of payments to be made under the General Terms, and to public administrations as required by applicable Law and for the purposes contained therein. The Parties may exercise their rights to request access to their Personal Data, rectification or erasure of such data, and their right to object, data portability and restriction of their processing, by means of a written request to the other Party, to the addresses indicated in the heading of this General Terms, in addition to filing a claim before the local data protection agency.
16.5.Each Party may contact the other Party’s Data Protection Officer (DPO) through the following e-mail and/or postal addresses: dataprivacy@hotelrunner.com. The Travel Agency shall be liable for any charges, claims, legal proceedings, fines and, in general, any type of action by third parties, public authorities or other agencies responsible for ensuring that these types of regulations are adhered to which may be directed against HotelRunner, thus exonerating HotelRunner from any liability in this respect. Notwithstanding the above, in case of any fraud informed by HotelRunner, the Travel Agency shall provide the information that may be requested from HotelRunner, including personal data. In the event that either Party processes personal data on behalf of the other as part of the provision of the Services under this General Terms, the Parties shall regulate such processing in accordance with Annex 1 (Data Protection Agreement) of these General Terms and shall make up part of the terms and conditions of the Buyer Agreement.
16.6.The processing of Personal Data under these General Terms and the Buyer Agreement is further governed by Annex 1 (Data Protection Agreement), which shall prevail in the event of any conflict with this Clause 16.
17.Change of Control
17.1.In the event of a direct or indirect disposal, change of ownership or change of management, Change of Control of any of the Travel Agency:
17.1.1.The Travel Agency shall inform HotelRunner, with at least three (3) months’ prior written notice; and
17.1.2.The Travel Agency shall ensure the General Terms (including all Bookings made under it) are honoured and, subject to HotelRunner’s prior written consent under Clause 25.1, that the General Terms is assigned or novated to the successor party resulting from the Change of Control.
17.2.Notwithstanding the foregoing, upon receipt of notification of a Change of Control, HotelRunner may, at its sole discretion, elect to terminate this General Terms immediately.
18.Content and Intellectual Property
18.1.HotelRunner shall make available to the Travel Agency, to the extent provided to HotelRunner by the relevant Supplier or Participating Hotel, the Content required to market and distribute the Travel Services through the HotelRunner B2B Network Platform or HotelRunner B2B Network API. The Travel Agency shall display and distribute only the Content supplied or approved by HotelRunner or, in accordance with Clause 3.1.14, obtained through an image or content provider approved by the relevant Supplier or Participating Hotel, and shall not source, substitute, alter, supplement, or display any other content or images. Content is made available on an “as is” basis as received from the relevant Supplier or Participating Hotel; HotelRunner gives no warranty as to its accuracy or completeness and shall have no liability in respect of any Content supplied by a Supplier or Participating Hotel, save that HotelRunner shall use commercially reasonable efforts to correct any error notified to it.
18.2.Subject to the Travel Agency’s compliance with these General Terms, HotelRunner grants the Travel Agency a non-exclusive, non-transferable, revocable, royalty-free licence, for the term of these General Terms, to use the Content and the names, logos, and trademarks of the relevant Participating Hotel or Supplier solely to the extent necessary to market, promote, and sell the Travel Services through the Travel Agency’s authorized distribution channels. This licence is limited to, and no broader than, the rights HotelRunner holds and is entitled to sub-license under its agreement with the relevant Supplier, and it terminates automatically upon expiry or termination of these General Terms or of HotelRunner’s right to distribute the relevant inventory. The Travel Agency shall procure that its Sub-Agents or Affiliates comply with the same limitations.
18.3.The Travel Agency grants HotelRunner a non-exclusive, royalty-free, worldwide licence to use the Travel Agency’s name, logo, and trademarks solely as necessary to perform the Services and operate the HotelRunner B2B Network. Each party warrants that the marks and content it provides do not infringe any third-party rights.
18.4.HotelRunner owns all intellectual property rights in the HotelRunner B2B Network, the HotelRunner B2B Network Platform, and the HotelRunner B2B Network API. This Agreement does not grant the Travel Agency any rights in the foregoing except as expressly stated herein.
19.Insurance
19.1.The Travel Agency shall maintain, at its own cost, for the duration of these General Terms and for twelve (12) months thereafter, adequate insurance with reputable insurers licensed in the applicable jurisdiction covering its liabilities arising out of or in connection with its business as a travel intermediary and its obligations under these General Terms, including (i) professional indemnity / errors and omissions insurance; (ii) public and general liability insurance; (iii) cyber liability and data breach insurance; and (iv) employer’s liability or workers’ compensation insurance as required by Applicable Law.
19.2.The Travel Agency shall provide certificates of insurance evidencing such coverage upon HotelRunner’s request. Any failure to maintain the required insurance, or to provide evidence of it within five (5) Business Days of HotelRunner’s request, shall constitute a material breach entitling HotelRunner to suspend the Services or terminate these General Terms with immediate effect.
19.3.Where the Travel Agency (i) acts as merchant of record towards end consumers for Bookings made through the HotelRunner B2B Network, (ii) holds, processes or stores guest payment card data, or (iii) generates average monthly gross booking value through the HotelRunner B2B Network in excess of USD 250,000 (or the equivalent in local currency), the insurance required under Clause 19.1 shall have minimum limits of USD 2,000,000 per occurrence for public and general liability and USD 500,000 per claim for professional indemnity / errors and omissions, and HotelRunner shall be named as an additional insured to the extent of the Travel Agency’s indemnification obligations under these General Terms.
20.General Compliance with Laws, Anti-Bribery, Anti-Money Laundering, Trade Restrictions and Business Ethics
20.1.HotelRunner takes a zero-tolerance approach to breaches of international laws for trade sanctions, including, but not limited to bribery and corruption prevention legislation and applicable restrictions on trade, funds flow and terrorism financing. The Travel Agency warrants that they do and shall comply with, and their associated parties do and shall comply with all national, supranational and international legislation and related procedures, restrictions and sanctions regarding bribery, corruption, corporate crime, international trade, funds flow and terrorism financing to which the Travel Agency and/or HotelRunner may be subject from time to time.
20.2.The Travel Agency warrants that, to its actual knowledge, each person owning an interest (directly or indirectly) in it or its associated parties: (a) is not currently identified on any sanctions list and (b) is not a person in any way prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition.
20.3.The Travel Agency warrants that to the best of its knowledge, neither it nor its associated parties have been convicted of or have been or are subject of any investigation by any governmental, administrative or regulatory body regarding offence involving for example trade sanctions, bribery or corruption regarding, fraud or dishonesty.
20.4.The Travel Agency warrants that in its monetary transactions with HotelRunner, it shall not make use of any financial/ payment institutions that are in any way prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition. The Travel Agency shall provide supporting evidence of such compliance as HotelRunner shall reasonably request.
20.5.Violation of any section of this Clause by the Travel Agency shall be a material breach of this General Terms and may result in the immediate termination of the General Terms and/or legal action. The Travel Agency agrees that if at any time after the date of formation of the General Terms it or any of its associated parties become subject to any sanctions, whether introduced before or after such date, which prohibit or restrict its performance of or rights under the General Terms, or the performance of the General Terms exposes it, or creates a risk of such it being exposed, to any sanctions, including, without limitation, any extraterritorial or secondary sanctions, HotelRunner may suspend or terminate the General Terms upon such sanctions becoming effective HotelRunner shall not be liable in any way whatsoever for any damages incurred by the Travel Agency or its associated parties, arising from activities performed by the Travel Agency or its associated parties which is in breach of any international norms for trade sanctions, including, but not limited to bribery and corruption prevention legislation and applicable restrictions on trade, funds flow and terrorism financing.
21.Notices
21.1.Notices, correspondences or other communications must be in English and in writing, and shall be sent by email to the email address set out below (or, in the case of the Travel Agency, registered by it on the HotelRunner B2B Network Platform) or by recognised courier to the address set out below. A notice sent by email shall be deemed received at the time of transmission if sent on a Business Day during the recipient’s normal business hours, and otherwise on the next Business Day, provided that the sender has not received an automated delivery-failure message. A notice sent by courier shall be deemed received on the date of delivery recorded by the courier.
In the case of HotelRunner to:
Address: HotelRunner FZCO, AG Tower, Jumeirah Lakes Towers Dubai, United Arab Emirates
E-Mail: legal@hotelrunner.com
Attention: Legal and Compliance Department
In the case of the Travel Agency to:
The address, e-mail address, and contact person registered by the Travel Agency in its HotelRunner B2B Network Platform account, which the Travel Agency undertakes to keep accurate and up to date at all times, and HotelRunner shall not be liable for any failure of notice or communication resulting from the Travel Agency’s failure to do so.
21.2.In the event that the addresses and e-mail addresses above are changed and the new address and e-mail address is not notified in writing to the other Party within seven (7) days at the latest, the notification sent to last address and e-mail address shall be deemed as valid and binding.
22.Announcements:
22.1.Unless explicitly receiving HotelRunner’s prior written approval for each specific use, the Travel Agency shall not have the right to use HotelRunner’s company name, Affiliates, brand names, product names, trademark(s), logos, names of the shareholders and employees, or any testimonials in any form — including but not limited to public listings, presentations, discussions with prospective or existing clients, marketing campaigns, materials, or correspondence — regardless of medium, purpose, or timing. No approval shall be deemed ongoing or applicable to any future use. Any unauthorized use shall be deemed a material breach. HotelRunner shall retain all copyrights to all marketing materials, success stories, case studies, technology solution descriptions and other related content created by HotelRunner.
23.Unilateral Update
23.1.HotelRunner may amend or update these General Terms at any time by publishing an updated version on the HotelRunner B2B Network Platform and notifying the Travel Agency through the HotelRunner B2B Network Platform, the HotelRunner B2B Network API or email.
23.2.Updates to operational rules, technical specifications, Workflow requirements, Feed Type configurations, security requirements and the technical requirements of Schedule 2 of the Buyer Agreement (“Operational and Technical Updates”) shall take effect on the date specified by HotelRunner in the notification, which may be immediate where required for security, legal, regulatory or operational reasons.
23.3.Any other update shall take effect on the expiry of thirty (30) days following notification, or on such later date as HotelRunner may specify. Continued access to or use of the HotelRunner B2B Network after that date shall constitute acceptance of the updated General Terms. If the Travel Agency does not accept an update, its sole remedy shall be to terminate these General Terms in accordance with Clause 12.4, in which case the previous version shall continue to apply until such termination takes effect.
23.4.No update under this Clause shall amend the commercial parameters set out in Schedule 1 of the Buyer Agreement, which may be amended only in accordance with the Buyer Agreement, save for changes to fees made in accordance with Clause 5.5.
24.Joint & Several Liability
24.1.Where the Travel Agency comprises more than one person, or where any Affiliate or Sub-Agent of the Travel Agency places Bookings or accesses the HotelRunner B2B Network through the Travel Agency’s account or Access Codes, the Travel Agency and each such person shall be jointly and severally liable to HotelRunner for all obligations and liabilities under these General Terms and the Buyer Agreement, and the Travel Agency hereby guarantees to HotelRunner the due and punctual performance of such obligations by each of them.
25.Assignment
25.1.The Travel Agency shall not assign, transfer, novate, subcontract or otherwise deal with any of its rights or obligations under these General Terms or the Buyer Agreement without the prior written consent of HotelRunner. Any purported dealing in breach of this Clause shall be void.
25.2.HotelRunner may, without the consent of the Travel Agency, assign, transfer, novate or subcontract any or all of its rights and obligations under these General Terms and the Buyer Agreement to any Affiliate, successor in interest or third party (a “Transferee”) by written notice to the Travel Agency. The Travel Agency hereby irrevocably consents in advance to any such novation. With effect from the date of such notice, the Transferee shall be bound by these General Terms in place of HotelRunner, and HotelRunner shall be discharged from the obligations so transferred.
25.3.The Travel Agency shall promptly execute any document reasonably requested by HotelRunner to give effect to this Clause 25.
26.Taxes
26.1.All Fees, charges and other payments to be made HotelRunner under this General Terms are exclusive of any applicable Taxes, save for the price of Bookings, which is inclusive of indirect taxes to the extent provided in Clause 5.1.2. Travel Agency shall be responsible for the payment of all Taxes and other charges imposed by any governmental authority in connection with this General Terms (collectively, “Taxes”) that are legally required to be paid by Travel Agency. Travel Agency agrees it is solely liable for such Taxes and responsible for determining what Taxes apply to the sale or supply of its products and services and shall make the required payment of Taxes to the relevant tax authority, including complying with any reporting requirements.
26.2.If the Parties are both jointly liable for any Taxes, the Travel Agency is responsible to pay such joint Taxes. If HotelRunner makes payment for such joint Taxes or if a tax authority requires HotelRunner to pay any other Taxes relating to the Travel Agency, the Travel Agency will indemnify and reimburse HotelRunner for such payment.
26.3.If Travel Agency is required to withhold Taxes from any payments due to HotelRunner, Travel Agency agrees that the amount due HotelRunner will be increased such that the amount actually paid is not less than the amount HotelRunner would have received had no deduction or withholding been required.
26.4.Any stamp, documentary, registration or similar duty payable in any jurisdiction in connection with these General Terms or the Buyer Agreement shall be borne by the Travel Agency.
27.Governing Law and Jurisdiction
27.1.These General Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
27.2.Any dispute or claim arising out of or in connection with these General Terms, including any question regarding its existence, validity or termination, shall be referred to the exclusive jurisdiction of the courts of England and Wales.
28.General Clauses
28.1.Interpretation
In this General Terms, unless the context requires otherwise;
28.1.1.words importing the singular include the plural and vice versa;
28.1.2.references to this General Terms and the Schedules shall be construed as references to such documents as amended in writing from time to time pursuant to this General Terms;
28.1.3.section and clause headings are inserted for reference only and shall be ignored for interpreting or construing this General Terms;
28.1.4.when used in this General Terms, the words “herein”, “hereof” and “hereunder” and words of similar import, unless specifically limited, shall be deemed to have reference to the entire General Terms and not to any particular provision of this General Terms.
28.2.Definitions
The following definitions apply to this General Terms:
“Access Codes” means the unique login credentials, authentication keys, passwords, API keys, tokens, or any other form of identification or security data provided by HotelRunner or its Authorised Users for the purpose of accessing and using the HotelRunner B2B Network Platform or the HotelRunner B2B Network API. Access Codes are confidential and may only be used by the individuals to whom they are assigned. The Travel Agency shall be fully responsible for the protection, proper use, and security of the Access Codes and shall remain liable for any actions, transactions, or misuse conducted through such Access Codes, whether authorized or unauthorized.
“Accommodation” means any hotel room, serviced apartment, villa, resort unit, or other lodging facility made available for Booking by the Travel Agency via the HotelRunner B2B Network Platform or the HotelRunner B2B Network API, including all Room types, meal plans, amenities, policies, and associated services as provided by the relevant Participating Hotel or Supplier.
“Affiliate” means any company or other legal entity, at least twenty-five percent (25%) of whose issued share capital or equity interests is directly or indirectly owned or controlled by, controls, or is under common control with, HotelRunner or the Travel Agency (as applicable), where “control” means the direct or indirect ability to direct the management, policies, or operations of such entity, whether through ownership, voting rights, contractual rights, or otherwise.
“API Integration” means the technical connection implemented and certified by the Travel Agency between its systems and the HotelRunner B2B Network API, by PULL or PUSH method, in accordance with Schedule 2 of the Buyer Agreement.
“Applicable Law(s)” means all laws, orders, decrees, rules, regulations, circulars, notices or guidelines (including the requirements of any Regulatory Authority) having legal effect and as applicable to a party in respect of its rights and obligations under this General Terms in force in any applicable jurisdiction.
“ARI Data” means the availability, rates, inventory information, Room conditions, meal plans, policies, restrictions, content, and any other data relating to Accommodation that is provided by Suppliers or Participating Hotels to the HotelRunner B2B Network and transmitted to the Travel Agency through the HotelRunner B2B Network Platform or the HotelRunner B2B Network API. ARI Data includes any updates, modifications, or corrections made by the Supplier or Participating Hotel.
“Assessment” means fines, fees, charges or any type of expenses charged to HotelRunner or the Travel Agency at any time by the Payment Method, a Regulatory Authority that is directly related to this General Terms and the Services provided to the Travel Agency under this General Terms.
“Authorised User(s)” means employees, agents, or contractors authorized by the Travel Agency to use the HotelRunner B2B Network Platform.
“Booking(s)” means a reservation request for a Room or other Travel Service submitted by the Travel Agency through the HotelRunner B2B Network and confirmed by HotelRunner.
“Booking Amount” means the aggregate amount payable by the Travel Agency to HotelRunner in respect of a confirmed Booking under the applicable Commercial Model, as communicated at the time of Booking confirmation.
“Booking Incident” means any event affecting a confirmed Booking that results in a modification, cancellation by the Supplier or Participating Hotel, overbooking, relocation of the Guest, failure to honor the reserved Accommodation, or any defective or incomplete provision of the services included in the Booking, in each case except where caused by a breach by the Travel Agency or any Sub-Agent.
“Business Day” means a day other than a Saturday, Sunday, or public holiday in the United Kingdom when banks in London are open for business.
“Buyer Agreement” means the HotelRunner B2B Network Buyer Agreement entered into between HotelRunner and the Travel Agency.
“Buyer Commission” means, where the SELL Model applies, the commission that the Travel Agency is entitled to retain from the Rates, at the percentage specified in the Commercial Terms. The Travel Agency deducts the Buyer Commission from the Rates and pays HotelRunner the resulting NET amount, in accordance with the Commercial Model. HotelRunner does not pay the Buyer Commission to the Travel Agency. HotelRunner reserves the right to amend the Buyer Commission in accordance with this General Terms.
“Buyer Gross Profit” means, where the NET Model applies, the margin determined by the Travel Agency over the Rates, subject to any Suggested Selling Price and to the Feed Type and market segmentation rules set out in the Commercial Terms.
“Change of Control” means whether voluntarily, by operation of law or otherwise: (i) a third party becomes the legal, beneficial, or equitable owner, directly or indirectly, of at least 25% of any of the Parties’ then-outstanding securities, shares or equity interests entitled to vote generally in the election of the board of directors (or analogous governing body); (ii) the sale, lease, exchange, or disposition of 50% or more of such Party’s consolidated assets; or (iii) approval by the shareholders, board of directors or governing body of such Party of a plan for the liquidation or dissolution of, or strategic exit from, the business.
“Clause” means any clause, section, or provision of this General Terms.
“Collateral” means the security amount that the Travel Agency is required to deposit and maintain with HotelRunner as a condition of this General Terms, in the amount specified in the Commercial Terms (as a fixed amount and/or a percentage of monthly transaction volume). HotelRunner may reassess the required Collateral by reference to the Travel Agency’s outstanding and forward Bookings and overall risk exposure and may require it to be increased accordingly. The Collateral does not constitute a deposit account, no interest shall accrue on it, and HotelRunner may apply it against any amounts due from the Travel Agency.
“Commercial Model” means the commercial and economic structure selected by HotelRunner and specified in the Commercial Terms that governs how Rates are priced, settled, and remunerated. It shall be either (i) the NET Model, under which HotelRunner makes available inventory on a NET basis and its economics are embedded within the Rates, and the Travel Agency pays HotelRunner the NET amount, or (ii) the SELL Model, under which HotelRunner makes available inventory on a SELL basis, and the Travel Agency retains the Buyer Commission from the SELL Rate and pays HotelRunner the resulting NET amount, or (iii) any other model specified by HotelRunner in the Commercial Terms. HotelRunner may apply different Commercial Models to different Suppliers or Participating Hotels, Feed Types, or Markets.
“Commercial Terms” means the rates, availability, offers, promotions, policies, payment conditions, market segmentation rules, Feed Type configurations, and any other commercial or operational conditions relating to the distribution of Rooms that are mutually agreed between the Parties in Schedule 1 of the Buyer Agreement or that are communicated to the Travel Agency through the HotelRunner B2B Network Platform, provided that the parameters set out in Schedule 1 of the Buyer Agreement may be varied only in accordance with the Buyer Agreement and Clause 5.5, and no communication through the HotelRunner B2B Network Platform shall vary them.
“Confidential Information” means any information that is proprietary or confidential, whether or not marked as confidential, including the terms of these General Terms and the Buyer Agreement, the Commercial Terms, Rates, ARI Data, Access Codes and any technical, commercial or financial information of HotelRunner.
“data controller” (referred to as “controller” in the GDPR), “data subject”, “personal data”, “personal data breach” and “processing” have the meaning given under the GDPR.
“Content” means descriptions, images, pricing, availability, policies, photographs, designs, texts, audio, video, restrictions, amenities, and facilities relating to a Supplier or Participating Hotel, or Travel Service that are supplied or made available to the Travel Agency by HotelRunner through the HotelRunner B2B Network, including any such content auto-generated or translated by HotelRunner.
“Data Protection Law” means applicable data protection laws, regulations, and regulatory requirements, including the United Kingdom (UK) Data Protection Act 2018 and/or the UK’s equivalent implementation of the GDPR, the General Data Protection Regulation (EU) (GDPR) as revised and superseded from time to time, and the California Consumer Privacy Act 2018, Cal. Civ. Code § 1798.100 et seq (CCPA).
“Deferred Payment” means deferred payment terms expressly granted by HotelRunner to the Travel Agency under the Special Conditions, varying the standard Booking payment timing to the extent set out therein.
“Effective Date” means the date on which the Buyer Agreement has been signed by both Parties, being the date of the last signature.
“European Package Travel Directive” means Directive (EU) 2015/2302 of the European Parliament and of the Council on package travel and linked travel arrangements, including any amendments, implementing measures, or successor legislation applicable in the European Union or the United Kingdom, which sets out the rights and obligations relating to package travel arrangements and the protection of travellers.
“Facilities and Services” means the facilities, amenities, and on-site or ancillary services made available or provided at, or in connection with, the Accommodation by the relevant Supplier or Participating Hotel, including (without limitation) meals and board arrangements, food and beverage, spa, pool, parking, transfers, wellness, recreational, business, and other guest facilities and services. For the avoidance of doubt, Facilities and Services are provided solely by the relevant Supplier or Participating Hotel and do not include the Services provided by HotelRunner under this General Terms.
“Feed Type” means a specific configuration of Travel Services data provided by the HotelRunner B2B Network that determines how rates, availability, policies, and promotions are structured and distributed for a particular channel or usage scenario, including but not limited to B2B, B2C, metasearch, mobile, package, or corporate distribution. Each Feed Type must be used by the Travel Agency solely in accordance with the channel and conditions for which it is designated.
“Force Majeure Event” means each event stated in Clause 15 of the General Terms.
“Fully Independent Traveler (FIT)” means an individual traveler or a small party of travelers who book Accommodation and related Travel Services on an individual basis rather than as part of a group booking, tour series, or contracted block allocation. FIT Bookings are typically made for five Rooms or fewer per stay, and any Booking exceeding this threshold may be treated as a Group Booking in accordance with the rules of the HotelRunner B2B Network.
“Group” means companies controlling, controlled by, or under common control with either HotelRunner or the Travel Agency (as applicable).
“Group Booking” means any Booking that includes six or more Rooms for the same stay period, whether requested in a single Booking or across multiple related Bookings, and may be subject to different confirmation requirements, pricing, policies, or acceptance conditions as determined by the HotelRunner B2B Network. Group Bookings are not guaranteed and may require additional approval or alternative arrangements based on availability and the rules applicable to group travel.
“Guest(s)” means the end user who has used, is using, or is booked to ultimately use the Room as a result of a direct or indirect booking with HotelRunner.
“Guest Data” means any personal data or other information relating to a Guest that is collected, processed, or shared by or between the Parties in connection with a Booking, including Guest identity, contact, payment, and stay-related information.
“Holding Room Blocks” means the practice of reserving multiple Rooms with unconfirmed or placeholder guest names, repeatedly changing guest names, or cancelling such reservations within forty-five (45) days of the arrival date, or any other attempt to block inventory without genuine FIT demand. Holding Room Blocks are prohibited and may result in cancellation of the affected Bookings, suspension of access to the HotelRunner B2B Network, or any other remedy available under this General Terms.
“HotelRunner B2B Network” means the combination of the HotelRunner B2B Network API and the HotelRunner B2B Network Platform.
“HotelRunner B2B Network API” means the application programming interface provided by the HotelRunner B2B Network that enables the Travel Agency to access, retrieve, and transmit ARI Data, Booking information, content, policies, availability, rates, and any other Travel Service data, through PULL or PUSH integrations as defined in Schedule 2 of the Buyer Agreement, in accordance with the technical specifications, workflows, and certification requirements established by the HotelRunner B2B Network.
“HotelRunner B2B Network Platform” means the online booking platform provided by the HotelRunner B2B Network that displays rates, availability, ARI Data, content, policies, and other Travel Service information, and enables the Travel Agency and its Sub-Agents to search, view, and create Bookings. The HotelRunner B2B Network Platform includes all associated user interfaces, tools, functionalities, and configurations, and is accessible via the URL(s) notified by HotelRunner to the Travel Agency from time to time.
“HotelRunner Indemnified Parties” means each party defined under Clause 13.
“HotelRunner VCC” means a Virtual Credit Card (VCC) issued by or on behalf of HotelRunner and used by HotelRunner to effect payment to a Supplier or Participating Hotel.
“Information” means any data, documents, records, certifications, financial details, operational details, corporate information, identification details, ownership information, contact information, or any other materials requested by the HotelRunner B2B Network from the Travel Agency for the purposes of onboarding, verification, compliance with Applicable Law, payment processing, risk management, Payment Scheme Rules, or the provision of Services under this General Terms. Information also includes any updates or changes to previously submitted data that the Travel Agency is required to notify to the HotelRunner B2B Network within the timelines specified in this General Terms.
“Integration Fee” means the one time fee, if any, payable by the Travel Agency to HotelRunner for the implementation, integration, and certification of the Travel Agency’s connection to the HotelRunner B2B Network API, in the amount and on the terms set out in the Commercial Terms. Where none is specified, no such fee shall apply.
“Losses” mean claims, liabilities, losses, damages, proceedings, fines, penalties, Assessments, fees, costs, charges or expenses (including any reasonable and properly incurred legal fees and costs).
“Market-Specific Rates” means rates, discounts, or promotional pricing provided by the HotelRunner B2B Network that are intended to be shown only to users or guests located in a specific geographic market or region, based on factors such as the user’s country of residence, language, currency, IP location, distribution channel, or market targeting rules. The Travel Agency shall ensure that Market Specific Rates are displayed and distributed exclusively to the designated target market and are not exposed, redirected, or made available to users outside the intended region.
“Monthly Minimum Net Reservations” means the minimum number of Net Reservations that the Travel Agency commits to generate through the HotelRunner B2B Network in each calendar month, determined by the applicable integration method (PULL or PUSH) and the corresponding tier set out in the Commercial Terms.
“Net Reservations” means in respect of any calendar month, the total number of Bookings confirmed through the HotelRunner B2B Network during that month, less the number of such Bookings cancelled during that month, calculated in accordance with the Commercial Terms.
“Net Revenue” means the amounts retained by HotelRunner as its own remuneration or margin in respect of the Travel Services, and excludes the Supplier Cost, being the amount payable by HotelRunner to the relevant Supplier or Participating Hotel for the Travel Service, and other third-party costs attributable to it.
“Network Access Fee” means the fee payable by the Travel Agency to HotelRunner in respect of any calendar month in which the Travel Agency fails to meet its Monthly Minimum Net Reservations, calculated as the shortfall between the Monthly Minimum Net Reservations and the actual Net Reservations for that month, multiplied by the applicable per-reservation rate set out in the PULL or PUSH tariff table in the Commercial Terms. No Network Access Fee is payable in any month in which the Travel Agency meets or exceeds its Monthly Minimum Net Reservations. The Network Access Fee is separate from, and additional to, the Rates.
“No-Show” means any occasion on which a Guest fails to arrive at the Participating Hotel by the applicable arrival deadline pursuant to a Booking.
“Participating Hotel” means any hotel, resort, serviced apartment, vacation rental, or other accommodation property, whether operating as an independent property or as part of a hotel chain, brand, management company, ownership group, or affiliate network, whose Rates, availability, and inventory are made available for distribution through the HotelRunner B2B Network, whether pursuant to a HotelRunner B2B Network Supplier Agreement or other arrangement between such property and HotelRunner, or pursuant to an arrangement between such property and a Supplier. A Participating Hotel includes all such properties onboarded to the HotelRunner platform, whether individually or collectively, and whether under a Supplier’s account or directly with HotelRunner.
“Pay-in Type” means the payment method by which the Travel Agency pays HotelRunner amounts due under this General Terms, as specified in the Commercial Terms. Unless otherwise specified, the applicable Pay-in Type is Wire Transfer (Prepayment).
“Payment Method” means any of the following methods by which the Travel Agency may pay HotelRunner, in each case only where made available by HotelRunner at its sole discretion and specified in the Commercial Terms: (i) Wire Transfer (Prepayment); or (ii) such other payment method as HotelRunner may make available to the Travel Agency in writing from time to time. Unless otherwise specified in the Commercial Terms, the Payment Method applicable to the Travel Agency shall be Wire Transfer (Prepayment) to HotelRunner’s designated bank account. All payments under this General Terms flow from the Travel Agency to HotelRunner.
“Payment Scheme Rules” means the operating rules, requirements, standards, and regulations of any applicable card scheme, payment network, bank, payment system, issuer, acquirer, or Regulatory Authority governing the processing, clearing, settlement, or execution of payments under this General Terms, including without limitation the VCC Payment rules, as may be amended, updated, or replaced from time to time.
“Prepayment” means the payment method under which the Travel Agency transfers funds in advance by wire transfer to HotelRunner’s designated bank account, and HotelRunner applies amounts due in respect of confirmed Bookings and other amounts owed. Unless otherwise specified in the Commercial Terms, Prepayment is the applicable Pay-in Type.
“Prepaid Balance” means the aggregate of cleared funds held by HotelRunner on account for the Travel Agency at any given time, representing prepayments received less amounts applied against Bookings, fees, and other amounts due. The Prepaid Balance does not constitute a deposit or trust and earns no interest; the Travel Agency’s right is solely to have amounts applied against Bookings or returned following final reconciliation on termination in accordance with these General Terms.
“Personal Data” means any information relating to an identified or identifiable natural person, including but not limited to names, identification numbers, contact details, financial data, booking details, or any other information that constitutes personal data under the Data Protection Law and that is processed by either Party in connection with the performance of this General Terms.
“Potentially Fraudulent Booking” means (i) a Booking that results from invalid or incorrect information supplied to HotelRunner at the time of such Booking, or as a result of a credit card dispute, or as a result of a report of unauthorized charges; or (ii) any Booking that may be associated with previous high-risk or fraudulent transactions.
“Rates” means the room rate or rates for a Travel Service made available by HotelRunner to the Travel Agency through the HotelRunner B2B Network for distribution, on the basis applicable under the relevant Commercial Model (including on a NET or SELL basis), together with any applicable rate conditions, restrictions, and policies, as further defined in the Buyer Agreement.
“Regulatory Authority” means a competent government or regulatory authority, law enforcement department or agency, court of law or other law, rule or regulation making body that has jurisdiction over a party or where a party submits or is subject to.
“Room(s)” means the accommodation(s) located at a hotel.
“Services” means the services provided by HotelRunner to the Travel Agency under this General Terms.
“Single-Source Guaranteed Hotel” means any individually named Participating Hotel designated as such in Schedule 1 of the Buyer Agreement, in respect of which the Travel Agency undertakes to source the relevant Rates, availability, and inventory exclusively through the HotelRunner B2B Network, subject to the limitations set out in Schedule 1 of the Buyer Agreement.
“Special Conditions” means any written variation, amendment, or supplement to the Commercial Terms or, where expressly so stated, to these General Terms, specifically negotiated and agreed in writing between the Parties and set out in Schedule 1 of the Buyer Agreement.
“Sub-Agent(s)” means any reseller, sub-agent, intermediary, retail agency, tour operator, or other connected third party to which the Travel Agency, directly or indirectly, redistributes, resells, or makes available Travel Services sourced through the HotelRunner B2B Network. The Travel Agency remains fully and unconditionally liable to HotelRunner for the acts and omissions of each Sub-Agent as if they were its own.
“Suggested Selling Price” means, where the NET Model applies, the minimum selling price for a Travel Service communicated by HotelRunner to the Travel Agency through the HotelRunner B2B Network API or the Commercial Terms. Where provided, the Travel Agency shall not, and shall ensure its Sub-Agents do not, sell, publish, or advertise the relevant Travel Service below the Suggested Selling Price.
“Supplier” means the accommodation provider (including a hotel, hotel chain, brand, management company, ownership group, bedbank, or other duly authorized entity) that has entered into a HotelRunner B2B Network Supplier Agreement with HotelRunner in respect of one or more Participating Hotels. For the avoidance of doubt, the Supplier is not a party to these General Terms, and the Travel Agency has no direct contractual relationship with the Supplier.
“Supplier Connection” means the technical integration between HotelRunner and a Supplier’s system (including any channel manager, property management system, or other connectivity provider) through which ARI Data is exchanged for distribution through the HotelRunner B2B Network.
“Terms and Conditions” means the terms, conditions, rules, policies, cancellation provisions, payment requirements, operational instructions, and any other contractual or regulatory requirements applicable to the Travel Services, including those made available through the HotelRunner B2B Network Platform or the HotelRunner B2B Network API at the time of Booking and any updates or amendments communicated by the HotelRunner B2B Network. The Travel Agency shall ensure that all end consumers, intermediaries, and relevant parties are informed of and accept the applicable Terms and Conditions prior to completing any Booking.
“Transactions Per Second (TPS)” means the maximum number of availability, rate or search requests that the Travel Agency is permitted to send to the HotelRunner B2B Network API in any one second, as allocated to the Travel Agency by HotelRunner and specified in Schedule 2 of the Buyer Agreement or notified through the HotelRunner B2B Network Platform. The TPS allocated to the Travel Agency determines the applicable PULL tier under Schedule 1 of the Buyer Agreement.
“Travel Agency” means and refers to a travel agency, tour operator, wholesaler, or any other third-party company authorized by HotelRunner to access and book Room inventory through the HotelRunner B2B Network who are granted access to Room availability and rates published by HotelRunner, and may place Bookings via the HotelRunner B2B Network Platform.
“Travel Agency Uncapped Liabilities” has the meaning given in Clause 14.5 and includes, without limitation, all indemnification amounts under Clause 13, all losses, costs, fees, penalties, assessments and indemnification amounts for which the Travel Agency is jointly and severally liable, the Travel Agency’s payment and commercial obligations under Clauses 3, 5, 6 and 7 of these General Terms and Schedule 1 of the Buyer Agreement (including any Network Access Fee, Integration Fee or Collateral obligations), any breach of Feed Type integrity or Market-Specific Rates restrictions, and any breach of Single-Source Guaranteed Hotel obligations.
“Travel Service” means the services stated in Clause 1 of the General Terms.
“VCC Payment” means a payment effected by HotelRunner to a Supplier or Participating Hotel by means of a HotelRunner VCC, in each case together with the operating rules, requirements, and standards of the applicable card scheme, payment network, issuer, and acquirer (the “VCC Payment rules“).
“Website” means the website of the Travel Agency referred to in Clause 1.2 of this General Terms.
“Wire Transfer” (or bank transfer) means, where made available by HotelRunner and specified in the Commercial Terms, the payment of funds from the Travel Agency to HotelRunner via international bank transfer using the SWIFT or a similar network, or other local bank transfer channels. Payments are executed in the agreed currency and in accordance with the Booking settlement schedule defined between the Parties. HotelRunner shall provide the Travel Agency with accurate bank account details for such transfers. Any bank fees or charges (including but not limited to SWIFT, BACS, or wire fees) related and applicable to the Wire Transfer (Bank Transfer) shall be borne by the Travel Agency. In addition to the bank fees and charges, HotelRunner reserves the right to apply a fee for each Wire Transfer (Bank Transfer), which shall be notified via the HotelRunner B2B Network Platform.
“Workflow” means the sequence of technical and operational steps required for the correct use of the API Integration, including the processes for searching, retrieving, validating, creating, confirming, modifying, and cancelling Bookings, as well as any other mandatory actions defined by the HotelRunner B2B Network in Schedule 2 of the Buyer Agreement. The Workflow must be implemented, followed, and maintained by the Travel Agency exactly as specified in order to ensure system accuracy, Booking integrity, and compliance with the operational rules of the HotelRunner B2B Network.
28.3.Entire Agreement
These General Terms, together with the Buyer Agreement and its Schedules, embody the entire agreement between the Parties in relation to Services defined herein and all previous understandings, representations, statements, undertakings and agreements between the Parties in relation to the Services are hereby cancelled and superseded as from the Effective Date. Nothing in this Clause shall limit or exclude liability for fraud, or fraudulent misrepresentation.
28.4.Amendment
These General Terms may only be amended or updated in accordance with Clause 23 (Unilateral Update). The Buyer Agreement (including its Schedules and any Special Conditions) may only be amended by a written instrument signed by both Parties, save as expressly provided in Clause 5.5 and Clause 23. No amendment by course of dealing or verbal agreement shall be effective. Nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the Parties, any interests, rights, remedies, or other benefits with respect to or in connection with any provision contained herein or contemplated hereby.
28.5.Severability
If at any time any provision of this General Terms is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this General Terms shall not be affected or impaired thereby. In such an event the Parties shall use reasonable endeavors to cooperate to have any such provision as struck out and severed, replaced by an alternative that is as similar as possible to that which has been removed as invalid, illegal or unenforceable.
28.6.No Waiver
The failure of either Party hereto to exercise or enforce any right conferred upon that Party hereunder shall not be deemed to constitute a waiver of any such right or operate to bar the exercise or enforcement thereof at any time or times thereafter.
28.7.Prevailing Language
The English language version of this General Terms shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
28.8.Survival
Clauses 3 (Parties’ Obligations), 5 (Pricing and Payment), 6 (Invoicing), 7 (Lack of Payment), 9 (Offsetting), 10 (HotelRunner B2B Network API Access and HotelRunner B2B Network Platform Use), 11 (API Integration), 12 (Term, Termination and Liability), 13 (Indemnification), 14 (Limitation of Liabilities), 16 (Confidentiality and Data Protection), 18 (Content and Intellectual Property), 19 (Insurance), 21 (Notices), 24 (Joint & Several Liability), 26 (Taxes), 27 (Governing Law and Jurisdiction) and 28 (General Clauses), Annex 1 (Data Protection Agreement), and any other provision of these General Terms which by its nature is intended to survive, shall survive any termination or expiration of these General Terms.
28.9.Further Action
Each Party shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably necessary in order to affect the purposes of this General Terms.
28.10.Electronic Acceptance; No Handwritten Signature Required
These General Terms do not require a handwritten signature and shall become legally binding on the Travel Agency on the earlier of (i) the date on which the Travel Agency electronically accepts them on the HotelRunner B2B Network Platform, including by clicking an acceptance checkbox, completing the relevant onboarding flow, or through any other acceptance method made available on the HotelRunner B2B Network Platform, and (ii) the date on which the Travel Agency signs the Buyer Agreement. Such electronic acceptance shall constitute valid execution of these General Terms for all legal and contractual purposes.
28.11.Effect of Electronic Acceptance; Single Binding Arrangement
No separate handwritten signature or additional acceptance shall be required for the acceptance of these General Terms. Records evidencing such acceptance, including electronic logs and system records maintained by the HotelRunner B2B Network Platform, shall constitute conclusive evidence of acceptance, unless proven otherwise. The Buyer Agreement and its Schedule 1 (Commercial Terms) and Schedule 2 (API Integration), and any other ancillary documents, shall be executed by the Parties by electronic signature, including via DocuSign or any other electronic signature solution designated by HotelRunner, which shall be the primary method of execution; no handwritten (wet-ink) signature shall be required. Electronically signed documents shall have the same legal effect, validity and enforceability as originals signed by hand. For the avoidance of doubt, the commencement and provision of the HotelRunner B2B Network services under these General Terms and the Buyer Agreement (including Annex 1 (Data Protection Agreement) of these General Terms) shall take effect as of the Effective Date, and no services shall be deemed to be provided prior to such date unless expressly agreed in writing by HotelRunner. The Parties agree that the electronic acceptance of these General Terms, together with the electronic execution of the Buyer Agreement and its Schedules, shall collectively constitute a single binding contractual arrangement between the Parties, notwithstanding that such documents are accepted or executed by different methods or at different times. The Travel Agency further acknowledges and agrees that its execution of the Buyer Agreement shall, independently of any electronic acceptance of these General Terms on the HotelRunner B2B Network Platform, be deemed to constitute the Travel Agency having read, understood, and accepted these General Terms in their entirety.
ANNEX 1 — DATA PROTECTION AGREEMENT
This Data Protection Agreement (“DPA”) forms an annex to these General Terms and applies to all processing of Personal Data carried out by either Party in connection with the Travel Agency’s use of the HotelRunner B2B Network.
Roles
1. Each Party acts as an independent data controller with respect to Personal Data it determines the purposes and means of processing. Neither Party acts as data processor for the other.
2. HotelRunner acts as data controller where it processes Personal Data to fulfil its legal and regulatory obligations (including AML/CTF), to improve its services, or to anonymise and aggregate data for analytics purposes.
3. HotelRunner processes Guest Data received from the Travel Agency, including by transmitting it to the relevant Supplier or Participating Hotel, as an independent data controller for the purpose of fulfilling Bookings. HotelRunner may share Personal Data with its service providers and with connectivity providers, channel managers and other systems (whether engaged by HotelRunner or designated by the relevant Supplier or Participating Hotel), and with Suppliers and Participating Hotels, in each case to the extent necessary for the purposes set out in this DPA, including by transferring Personal Data to any country in which such recipients operate.
Obligations of the Parties
4. Each Party, acting as an independent data controller, shall: (a) provide all information required by applicable Data Protection Law to data subjects; (b) comply with the Data Protection Law applicable to its processing activities; and (c) cooperate with the other Party in responding to data subject requests to the extent reasonably necessary. The Travel Agency represents and warrants that all Guest Data and other Personal Data it discloses to HotelRunner has been collected in compliance with Data Protection Law, and that it has a valid legal basis for, and has provided all notices to data subjects required for, the disclosure of such Personal Data to HotelRunner and its onward disclosure and transfer to the recipients referred to in paragraph 3, including outside the EEA and the UK.
Cross-Border Transfers
5. Each Party shall ensure that any transfer of Personal Data made by it outside the EEA or the UK complies with applicable Data Protection Law.
Personal Data Breach
6. Each Party shall notify the other without undue delay (and in any event within 72 hours of becoming aware) of any Personal Data Breach affecting Personal Data processed under these General Terms, and shall cooperate in investigating and mitigating the breach.