AFFILIATE AGREEMENT
 
BY REGISTERING AND SIGNING UP TO THE BOOKING.COM PARTNER  PROGRAMME, AND/OR BY MAKING THE SERVICES AVAILABLE ON THE  AFFILIATE WEBSITE, THE AFFILIATE (ON BEHALF OF ITSELF OR THE ENTITY  THAT IT REPRESENTS) HEREBY AGREES, ACKNOWLEDGES, AND ACCEPTS TO  BE BOUND BY TO THE TERMS AND CONDITIONS OF THIS AFFILIATE  AGREEMENT (THE "AGREEMENT"). PLEASE NOTE THAT IF YOU DO NOT AGREE  WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU SHOULD NOT MAKE  THE SERVICES AVAILABLE ON THE AFFILIATE WEBSITE. 
YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY,  AND CAPACITY TO ENTER INTO AN AGREEMENT WITH BOOKING.COM B.V.  
THIS AFFILIATE AGREEMENT IS ENTERED INTO BETWEEN:
 
BOOKING.COM B.V., a company incorporated under the laws of the Netherlands and having  its registered seat at Herengracht 597, 1017 CE Amsterdam, the Netherlands ("Booking.com"),  and 
THE AFFILIATE, whose details are set out in the Affiliate Partner Registration Form or the  Affiliate’s previous strategic partnership agreement with Booking.com (the "Affiliate"). 
WHEREAS: 
(A) Booking.com operates an online accommodation reservation system (the "System")  through which participating Accommodations (as defined below) can make their rooms  available for reservation, and through which visitors can make reservations at such  Accommodations (the "Service"); 
(B) Booking.com maintains and exploits its own websites, apps, platform, tools or other  devices (collectively the "Booking.com Platform"), and also provides the Service and links to  the Service on the websites, apps, platform, tools or other devices of third parties; 
(C) The Affiliate owns, controls, hosts and/or operates one or more websites, apps, platforms,  tools and/or other devices; and
(D) The Affiliate and Booking.com wish that the Affiliate makes the Service available on the  Affiliate Website(s) (as defined below) for the customers and visitors of the Affiliate  Website(s) and in such form and on such terms and conditions as set out in this Agreement. 
NOW THEREFORE, HAVE AGREED AS FOLLOWS:
 
1. DEFINITIONS AND INTERPRETATION 
In addition to terms defined elsewhere in this Agreement, the following definitions apply  throughout this Agreement, unless the contrary intention appears: 
"Accommodation" means any form of paid accommodation. 
"Affiliate Group" means the Affiliate and its affiliated (group/sister/parent) companies  and subsidiaries. 
"Affiliate Partner Registration Form" means, as applicable, (i) the online sign up and  registration form to be completed by the Affiliate and/or (ii) the Affiliate’s previous  strategic partnership agreement with Booking.com. 
"Affiliate Website(s)" means the website owned, controlled, hosted and/or operated by  the Affiliate on which the Service shall be made available, which URL’s are set out in  the Affiliate Partner Registration Form.  
“Applicable Data Protection Laws” means applicable privacy, data protection and  ePrivacy laws, rules and regulations. 
"Booking.com Competitor" means any competitor of Booking.com (including  Accommodations) that is either offering online travel related (e.g. accommodation)  compare and/or reservation services (such as an OTA, global distribution systems, tour  operators, meta-platforms, etc.) or is targeting the same customer need as Booking.com  (such as e-commerce platforms, device manufacturers, financial institutions, business  travel, etc.). 
"Booking.com Material" means the Intellectual Property Rights of Booking.com, the  Content and other data provided by Booking.com to the Affiliate under this Agreement,  as well as any other information from time to time owned or used by Booking.com or  embodied or included in Booking.com Platform or made available by Booking.com to  the Affiliate (including, but not limited to, information with respect to Accommodation  rates and availability).
"Booking.com Platform” means the website(s) of Booking.com. 
"Commission" means the amount in Euro (excluding VAT) that Booking.com will pay  to the Affiliate for each Materialised Transaction. 
"Connections" means all Links, landing pages and/or XML feeds and/or deep links  and/or hyperlinks, created, hosted and maintained by Booking.com. 
"Content" means all (descriptive) information of Accommodations available on the  Booking.com Platform including but not limited to Accommodations information and  descriptions, guest reviews, details of facilities, general terms and policies of the  Accommodations (including any translations thereof) and photos, video, pictures, but  excluding rates and availability. 
"Double Serving" means multiple ads on the same results page of a search engine with  the purpose to direct traffic to similar websites or pages with similar content.  
“Fraudulent Reservations” means a reservation that has not materialised (no show) and  for which an invalid/stolen credit card has been used or a successful refund was made by  the card holder.  
"Guest" means a visitor of the Websites that completed a reservation via the Service. 
"Intellectual Property Right" means any patent, copyright, invention, database right,  design right, registered design, trade mark, trade name, brand, logo, trade dress, service  mark, know-how, utility model, unregistered design or, where relevant, any application  for any such right, know-how, trade or business name, app name, domain name (with  whatever (country code) top-level domain, e.g. .com, .nl, .fr, .eu) or other similar rights  or obligations whether registered or unregistered or other industrial or intellectual  property right subsisting in any territory or jurisdiction in the world. 
“Link” means an embedded icon, object, graphic, or text within a web page or email that  consists of a hypertext pointer to the URL address of Booking.com on the Affiliate  Website(s). 
"Materialised Transaction(s)" means a reservation made via the Service on the Affiliate  Website(s), which has resulted in the actual provision of accommodation, as confirmed  to Booking.com by the Accommodation.
"Micro Site" means all versions of the primary website of Booking.com, which are  owned, created, hosted and maintained by Booking.com.  
"Parties" means Booking.com and the Affiliate (each individually a "Party"). 
"Price Comparison" means the comparison of hotel prices and/or availability made  available from or by two or more online hotel booking platforms. 
"Personal Data" has the meaning assigned to it in Annex 1 hereto. 
“Security, Privacy and Processing Requirements" means the terms as set forth in  Annexes 1 and 2 to this Agreement, as the same may be amended from time to time in  accordance with the terms of this Agreement. 
“Tax” means any national, governmental, provincial, state, municipal or local taxes,  levies, imports, duties, (sur)charges, (fixed) fees and withholdings of any nature imposed  by any governmental, fiscal or other authority, such as, but not limited to, VAT, /GST,  sales and use tax, ITBIS or other similar taxes. 
"Third Party Platforms" means any (third party) search engine (marketing provider),  website, app, platform, tool or other device, meta-search engine, search engines spiders,  travel search sites, price comparison sites, social networking communities, browsers,  content sharing and hosting services and multimedia blogging services or other (similar)  channels or other forms of (traffic hosting) media, whether online or offline. 
"Transaction Fee" means the fee received by Booking.com for each Materialised  Transaction, which amount has been definitively received by and settled with  Booking.com. 
“VAT” means within the European Union, any value added tax or any other similar indirect Taxes as may be levied in accordance with the Directive 2006/112/EC, and  outside the European Union, any value added tax or any other similar indirect Taxes  levied by reference to added value, or sales and/or consumption. 
"Websites" means the Booking.com Platform and the Affiliate Website(s), on which the  Service is (made) available. 
"XML" means an xml connection between the Booking.com database and the Affiliate’s  database, which can be provided by Booking.com.
2. SCOPE OF THIS AGREEMENT 
2.1 For the term of this Agreement, the Parties have agreed that the Service shall be made  available by Booking.com to the Affiliate, in the form notified by Booking.com to the  Affiliate, including but not limited to as evidenced on the Affiliate Partner Registration  Form, and on the website(s) as set out in Affiliate Partner Registration Form (i.e. the  Affiliate Website(s)).  
2.2 The Service shall include customer services to and for the benefit of the Guests. All  customer service related issues and questions in respect of the Service will be handled by  Booking.com. The Affiliate shall promptly refer and/or forward all customer service  related issues and questions in respect of the Service, (the consummation of) the booking  (including any amendment or cancellation of the booking), the Accommodation and all  other relevant (payment) issues, complaints and questions directly to (the customer  service center of) Booking.com and not provide any further services in this respect. 
2.3 When a booking is made by a visitor on or through the Affiliate Websites through the  System, Booking.com shall be solely responsible for the transmission of the relevant  reservation details from the Guest to the Accommodation and (sending of) the subsequent  (email) confirmation to the Guest. 
2.4 The Affiliate shall at its own costs, integrate and make the Connections and/or the Micro  Site available at such prominent place(s), web-pages and in such place, size and form on  the Affiliate Website(s) as mutually agreed upon by Parties.  
2.5 The offer of the Service through a Micro Site does not include the following features:  temporary tests on Booking.com (other than the "test hotel" made available for the  Affiliate Website(s)), guest reviews and such other (new) features as Booking.com, at its  sole discretion, may determine.  
2.6 For the avoidance of doubt, this Agreement is not intended, nor should anything herein  or in any of the arrangements contemplated herein, be construed, to create a joint venture  or the relationship of partners or partnership between the Parties. Unless agreed otherwise  in writing by Booking.com or as set out otherwise in this Agreement, the Affiliate shall  not publish anywhere on the Affiliate Website(s) any statement, either express or implied,  that the website is part of, endorsed by, or an official website of Booking.com. 
2.7 Subject to the terms and conditions of this Agreement, the Affiliate shall operate as a  non-exclusive distributor (affiliate) of Booking.com.
 
3. LICENSE GRANT 
3.1 Mutual license
(a) Subject to clause 4.4 herein, Booking.com hereby grants the Affiliate a non exclusive, revocable, limited, royalty free and worldwide right and license (or  sublicense as applicable and only to the extent expressly permitted in writing): 
i. to display such elements of the Booking.com Material as provided or made  available by Booking.com to the Affiliate; and 
ii. to promote and market the Service subject to the terms set out in this  Agreement. 
(b) The Affiliate hereby grants Booking.com a royalty free, non-exclusive and  worldwide right and license: 
iii. to incorporate, integrate, include and display the Link, the Micro Site and/or  the Connection (as applicable) on the Affiliate Website(s); and 
iv. to make the Service available on the Affiliate Website(s). 
3.2 Unless specifically agreed otherwise in writing by Booking.com, the Affiliate shall not  be entitled to sublicense the rights granted to it under clause 3.1 herein, including the  methods of connection, whether via a Link Micro-Site or Connection. As such, it shall  not sell, use, disclose or disseminate the Booking.com Material (whether through an i 
frame, xml connections or otherwise) to any third party for price/availability comparison  purposes or otherwise, or any (meta) search engine (e.g. Google, Bing, Yandex, etc.) or  similar.
 
4. COVENANTS AND UNDERTAKINGS 
4.1 General covenants, undertakings and obligations 
(a) Booking.com will provide the Affiliate with a unique link to a secured website  (extranet) of Booking.com (the "Secured Website"), user ID and password which  allows the Affiliate to monitor the booking of Accommodation through the  Affiliate Website(s). The Affiliate shall safeguard and keep the user ID and  password confidential and safely stored and not disclose it to any person other than  those who need to have access to the Secured Website. The Affiliate shall  immediately notify Booking.com of any (suspected) security breach or improper  use. 
(b) The Affiliate agrees not to take, or omit to take, any action which may affect  Booking.com's relationship with the Accommodations available on the  Booking.com Platforms. Activities that are deemed to impact this relationship  include: 
i. anything that may cause Booking.com to be excluded from the process of  booking; 
ii. speaking negatively or detrimentally about Booking.com with regard to  Accommodations;
iii. doing anything that may cause an Accommodation to terminate its contract  or reduce its dealings and business with Booking.com; 
iv. communicating directly with any Accommodations in respect of bookings  made through the System; and 
v. making bookings or reservations through the System with the purpose of  reselling to or for the benefit of a third party. 
(c) The Affiliate shall diligently maintain the content of the Affiliate Website(s) and  shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall  promptly correct any errors or omissions on the Affiliate Website(s after becoming  aware of such errors or being notified by Booking.com. 
(d) The Affiliate shall not programmatically evaluate and extract information  (including guest reviews) from any part of the Booking.com Platform (including,  but not limited to screen scraping). 
(e) Affiliate agrees and acknowledges that the restrictive covenants, undertakings, and  restrictions set out in this clause 4 are of material importance to Booking.com, in  particular for the protection of: 
i. Booking.com’s goodwill; 
ii. Booking.com Intellectual Property Rights; and 
iii. Booking.com’s product, service and reputation.  
(f) Furthermore, the Affiliate agrees and acknowledges that all covenants,  undertakings, and restrictions set out in this clause 4 shall:  
i. be promptly, and diligently complied with; and 
ii. also apply in respect of the companies within the Affiliate Group . 
(g) Parties agree and acknowledge that in the event of an (alleged or threatening)  infringement or breach by the Affiliate of its obligations under this clause 4 the  burden of proof is carried by the Affiliate. 
4.2 Goodwill and brand protection 
(a) The Affiliate undertakes that the Affiliate Website(s) (including all other websites,  apps, platforms, tools or other devices (directly or indirectly)) is owned, controlled,  managed or hosted by the Affiliate, in particular in respect of: 
i. the look and feel in respect of the colour scheme, the composition, the  typefaces, the design and the layout; and 
ii. any logo(s) used on the Affiliate Website(s) (including those within the  Affiliate Group);  
and that features and elements that are unique to the Booking.com Platform, is/are  (and shall remain) sufficiently and substantially distinct from the Booking.com  Platform(s) (to be determined by Booking.com at its sole discretion).
(b) The Affiliate shall promptly comply at its own costs with any reasonable requests  from Booking.com to make changes, alterations or amendments to any aspect or  element of the Affiliate Website(s) which is or can be regarded to be confusingly  or significantly similar to any element of the Booking.com Platform. 
4.3 Intellectual Property Rights 
(a) The Affiliate acknowledges that Booking.com and/or its licensors shall retain  ownership of all rights, title and interest in and to all Intellectual Property Rights  of Booking.com or those embodied in the Booking.com Platform (including the  Content).  
(b) The Affiliate shall not (directly or indirectly) integrate, combine or otherwise make  the Booking.com Material (or any part thereof) available with its own content  and/or the content of any Booking.com Competitor.  
(c) The Affiliate shall not amend, alter, modify, or create derivative works based on or  derived from the Booking.com Material. Booking.com Material shall only be used  to enable the Service.  
(d) Upon termination or expiration of this Agreement, the Affiliate shall destroy, delete  or upon first request of Booking.com return all Booking.com Material (including  all hard and soft copies). 
(e) The Affiliate shall (and shall procure that the companies within the Affiliate Group  shall) not (directly or indirectly) register, acquire or obtain Internet domain name(s)  which incorporates any word or words which are identical, or confusingly or  substantially similar to "Booking", "Bookings" or any variations, translations or  misspellings thereof, included as part of the address. 
(f) By entering into this Agreement, Booking.com does not (explicitly or tacitly)  waive or forfeit any of its rights to which it is entitled by any law, contract or  otherwise (now or in the future) in respect of the Booking.com Intellectual Property  Rights vis-à-vis the Affiliate or other third parties. 
4.4 Promotion and marketing 
(a) The Affiliate shall not use, exploit or otherwise employ, directly or indirectly, any  Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or  restrictions under this Agreement. The Affiliate shall avoid all forms of trickery  when promoting and marketing the Affiliate Websites. If the Affiliate is perceived  to be jeopardising Booking.com’s own position, brand or goodwill in/on Third  Party Platform or elsewhere, through any underhand promotional or marketing  techniques, the Affiliate shall upon first request of Booking.com cease and desist  such activities.
(b) In the event that Booking.com (Platform) is detrimentally linked to promotional or  marketing activity by the Affiliate (Website(s)), the Affiliate agrees to promptly  comply with the reasonable requests of Booking.com to remedy. The Affiliate shall  promptly contact each Third Party Platform or third party agency, and revise the  Affiliate Website(s) and all ad copy, titles, descriptions, keywords, URL’s, text  links, advertisements, including all meta tags (meta titles, meta keywords and meta  descriptions) to comply with the terms of this Agreement or as requested by  Booking.com. During any remedial period Booking.com shall be entitled to  postpone its obligations under this Agreement (including the offer of the Service,  System and the Booking.com Material) or immediately terminate this Agreement. 
4.5 No Double Serving  
(a) The Affiliate shall not (directly or indirectly) use or create any (pay-per-click)  advertisement on (meta)search sites, which advertisement (re)directs and links to  the relevant Accommodation landing page, on the Websites where the  Accommodation is advertised, promoted and/or included (no double serving). The  Affiliate shall be entitled to bid on or use the Booking.com brand for its own  webmarketing (PPC) advertising. 
4.6 Price Comparison 
(a) In the event that the Affiliate offers price comparison on a relevant Affiliate  Website(s), the Affiliate shall solely be granted access to the rate(s) and availability  data of relevant Accommodations (collectively, the "Rates and Availability  Data") via a direct connection to the Booking.com web-servers (i.e. via a XML).  The Rates and Availability Data will be made available in accordance with the  terms and conditions of the API Guidelines, which will be mutually concluded  between the parties if the Rates and Availability Data will be made available. The  API Guidelines shall form an integral part of this Agreement and must be read in  conjunction with this Agreement. No Booking.com Material is to be used, copied  or referred to. 
(b) When offering price comparison, the room rates must be compared fairly and with  equal favour, in terms of ranking, to all Booking.com Competitors. Rates made  available by Booking.com Competitors must be accurate, correct and not  misleading (at least match the relevant prices made available on the websites, apps,  platform, tools or other devices of the Booking.com Competitors) and comply with  the relevant applicable laws.
5. COMMISSION AND PAYMENT 
5.1 Except as otherwise provided in this Agreement, Booking.com will pay the Affiliate a  Commission for each Materialised Transaction in accordance with the following  provisions. 
5.2 The following Commercial Model will be applied to all reservations created during the  term of this Agreement: 
Materialised Transactions per month 
Percentage Commission Split
0-50  25%
more than 50    30% 
more than 150  35% 
more than 500  40%
5.3 The Commission for each Materialised Transaction will be calculated over the  Transaction Fee by using a Percentage Commission Split in line with the Commercial  Model in clause 5.2 herein The applicable tier of the Commercial Model will be  determined based on the number of Materialised Transactions in the month that is due  for payment on the Invoice (as defined herein). 
5.4 Booking.com reserves the right to unilaterally amend the Commission Model included  as per clause 5.2 herein upon written notice thereof to the Affiliate. Affiliate is deemed  to have accepted the amended Commission Model upon continued use of the Services.  Alternatively, the Affiliate may terminate the Agreement upon written notice to  Booking.com with immediate effect. 
5.5 In the event that any reservations have been wrongfully identified as Materialised  Transaction(s), Booking.com is entitled to retroactively adjust the applicable tier for all  Materialised Transactions affected by such reservations and recoup any overpayments.  
5.6 Booking.com and the Affiliate agree to apply the procedure of self-billing for all services  provided by the Affiliate to Booking.com. The Affiliate expressly authorizes  Booking.com to issue in its name and on its behalf, all invoices relating to the service  provided under this Agreement in accordance with the requirements of the applicable  law. If the Affiliate does not notify Booking.com within 3 business days after the invoice  date that it does not agree with the issued invoice, the invoice is accepted by the Affiliate. 
5.7 On or before the 5th business day of each month, Booking.com shall provide the Affiliate  with an invoice stating the Commissions payable that month (the “Invoice”). 
5.8 Booking.com shall pay all Commission to the Affiliate on a monthly basis, up to 60 days  after the end of the month in which the guest departs, unless the amount of Commissions  due to the Affiliate at that time is less than €100 total, in which event Booking.com will 
be entitled to postpone payment until the month when such (accumulated) amount is due  or until the amount is claimed by the Affiliate after the termination of this Agreement.  Payments shall be made by bank transfer to such bank account or other payment method  as from time to time identified by the Affiliate (provided that at all times Affiliate's use  of such bank account/payment method complies with the provisions of clauses 12.6 and  12.7). 
5.9 The systems, books, data and records of Booking.com (including Extranet, faxes and/or  emails) shall be used to calculate, and considered conclusive evidence in respect of (the  calculation of), the amount of the Commissions due to the Affiliate under this Agreement. 
5.10 For any reservations for which there is no Transaction Fee, including but not limited to  special negotiated or non-publicity rates (e.g. corporate rates), the Parties agree and  acknowledge that such reservations shall not be subject to or included in the  determination of the applicable tier nor the calculation of the Commission, nor be  included in any other form of compensation paid by Booking.com to or for the benefit of  the Affiliate under or pursuant to the Agreement. 
5.11 Booking.com may, in its sole discretion, include in the calculation of the Commissions  the fee owed to Booking.com for a Materialised Transaction, even if such fee has not yet  been received by Booking.com, and therefore does not yet constitute a Transaction Fee  (an "Unpaid Materialised Transaction"). If Booking.com pays Affiliate for an Unpaid  Materialised Transaction and does not later receive the Transaction Fee, or if the later  Transaction Fee is lower than that paid projected fee (an “Incorrect Commission”),  Booking.com is entitled to recoup the difference between the paid amount and the  Transaction Fee, if any. Neither a payment, or pattern of payments, nor a lack of  recoupment or pattern of lack of recoupments for Unpaid Materialised Transactions or  Incorrect Commissions shall constitute a waiver of Booking.com’s rights herein. 
5.12 Commission shall be exclusive of VAT. Where any service by Affiliate under this  Agreement is or becomes subject to VAT and Affiliate is required to account for that  VAT to a tax authority, then Booking.com shall pay the relevant VAT amount to Affiliate  against delivery of a valid VAT invoice. The VAT treatment of any service by Affiliate  under this Agreement shall be determined in accordance with the local VAT legislation  in the relevant countries where such service is deemed to be made for VAT purposes.  Adjustments to any amounts of the Commission payable under this Agreement shall also  be calculated on a VAT-exclusive basis, and the party paying the adjustment shall pay  any corresponding amount due in respect of VAT on paying the adjustment or, if later,  promptly following receipt of a credit or debit note, as the case may be, in a form that is  valid for VAT purposes. 
5.13 For each reservation made on or through the Affiliate Website(s) (through the Service),  the Affiliate shall be entitled to compensate and grant a cashback to the relevant Guest 
up to a maximum amount of 4% of total bookings value of the relevant Materialized  Transaction.
6. FRAUDULENT RESERVATIONS 
6.1 Parties agree that when calculating the Commission due to the Affiliate, fraudulent  reservations will not be taken into account as Materialised Transactions (each a  “Fraudulent Reservation”). 
6.2 Subject to clause 6.3 herein, in the event that Booking.com has been informed by the  accommodation partner of an (alleged) Fraudulent Reservation or if it otherwise has  reason to believe that the relevant reservation concerns a fraudulent reservation,  Booking.com is entitled to recoup the Commission for such Fraudulent Reservation.  
6.3 To the extent that the Affiliate has incurred costs in connection with a Fraudulent  Reservation (i.e. issuance of any loyalty/membership points/rewards under its loyalty  program to the relevant Guest who made a fraudulent reservation or shared commission  with a sub-affiliate partner (if applicable)), the Affiliate shall reclaim the relevant  paid/granted funds, rewards/points/etc. Insofar as the Affiliate (acting in good faith)  cannot reasonably reclaim the relevant funds or rewards/points/etc. (e.g. points have been  spent) or is legally not entitled to reclaim the relevant funds or rewards/points/etc., it shall  be entitled to the relevant Commission for the Fraudulent Reservation. Parties shall in  good faith discuss the situation to resolve the situation and fraudulent behaviour in an  amicable manner. 
7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER 7.1 Affiliate warranties 
(a) The Affiliate hereby represents and warrants to Booking.com that for the term of  this Agreement: 
i. the Affiliate has all necessary rights, title to, power and authority to own,  operate and use the Affiliate Website(s) (including the relevant domain  name(s)) and to include the Link, the Micro Site or the Connection (as  applicable) on the Affiliate Website(s); 
ii. the Affiliate Website(s) shall not: 
a. violate public policy and morals, or 
b. contain any inappropriate, improper or unlawful content, reference,  material, or links (e.g. in respect of porn or racism), defamatory  statements, elements which violate the privacy of third parties or are  abusive, offensive or obscene;
iii. the Affiliate holds and has complied with all permits, licenses and other  governmental authorisations necessary for conducting, carrying out and  continuing its operations and business; and 
iv. the Affiliate is an independent contractor for all purposes, and will be  responsible and liable for its own Taxes, social contributions and all other tax  related matters. 
7.2 Parties warranties and undertakings 
(a) Each Party represents and warrants to the other Party that for the term of this  Agreement: 
i. it has the full corporate power and authority to enter into and perform its  obligations under this Agreement; 
ii. it has taken all corporate action required by it to authorise the execution and  performance of this Agreement;  
iii. it shall use its commercially reasonable efforts to protect and safeguard its  Website(s); and 
iv. this Agreement constitutes legal valid and binding obligations of that Party  in accordance with its terms. 
7.3 Disclaimer 
(a) Except as otherwise expressly provided in this Agreement, neither Party makes any  representation or warranty, express or implied, in connection with the subject  matter of this Agreement and hereby disclaims any and all implied warranties,  including all implied warranties of merchantability or fitness for a particular  purpose regarding such subject matter. Booking.com provides the Service on an  "as is" and "as available" basis. 
(b) Each Party acknowledges the difficulties inherent to the use of the (mobile)  Internet, communication and broadband, in particular, varying speeds and  congestion in the (mobile) network, connections, systems and servers can cause  interruptions, delays and difficulties in accessing, browsing, navigating or using a  Website. Each Party excludes any and all liability in respect of the other Party  which is related to any (un-)planned or (un-)scheduled (wholly or partial) outage,  downtime, interruption, breakdown or unavailability (whether for maintenance,  upgrades, updates or otherwise) of the Websites, the Secured Website, the System  and/or the Service. 
8. INDEMNIFICATION AND LIABILITY 
8.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate,  indemnify and hold the other Party (the "Indemnified Party") harmless for and against  any direct damages, losses liabilities, obligations, costs, claims, claims of any kind, 
interest, penalties, fines, legal proceedings and expenses (including, without limitation,  reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the  Indemnified Party pursuant to: 
(a) a breach of this Agreement by the Indemnifying Party, or 
(b) any claim from any third party based on any (alleged) infringement of the third  party's Intellectual Property Right by the Indemnifying Party. 
8.2 Save as otherwise provided for in this Agreement, the maximum liability of a Party for  all claims made against such party by the other Party under or in connection with this  Agreement in a year shall not exceed the aggregate commission received or paid by such  Party in the preceding year or EUR 100,000 (whichever is higher), unless in the event of  fraud or wilful misconduct of Indemnifying Party, in which event the limitation of  liability is not applicable for such liable party. 
8.3 In the event of a third party claim, the indemnified Party shall promptly notify the other  Party and Parties shall act in good faith and use their commercially reasonable efforts to  consult, cooperate and assist each other in the defence and/or settlement of such claim,  whereas the indemnifying Party shall be entitled to take over a claim and assume the  defence and settlement (in consultation and agreement with the indemnified Party and  with due observance of both Parties' interests), and neither Party shall make any  admission, file any papers, consent to the entry of any judgment or enter into any  compromise or settlement without the prior written consent of the other Party (which  shall not unreasonably be withheld, delayed or conditioned). 
8.4 In no event shall any Party be liable to the other Party for any loss of production, loss of  profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss  of claim or any indirect, special, punitive, incidental or consequential damages or losses  whether such damages are (alleged as) a result of a breach of contract, tort or otherwise.  All such damages and losses are hereby expressly waived and disclaimed. 
8.5 Notwithstanding contrary in this Agreement, Affiliate shall: 
(a) be fully responsible and liable for any infringement of applicable data protection,  ePrivacy or marketing laws, legislation, regulations or codes when promoting the  Services as permitted under the Agreement; and 
(b) shall fully indemnify Booking.com for any damages, losses, claims, costs and fines  suffered by or imposed on Booking.com as a result of a breach of this clause 8.5. 
9. TERM, TERMINATION AND SUSPENSION 
9.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for an  indefinite period of time.
9.2 Each Party may terminate this Agreement with immediate effect at any time and for any  reason, by written or email notice to the other Party. 
9.3 Each Party may terminate this Agreement or suspend this Agreement in respect of the  other Party, with immediate effect and without a notice of default being required in case  of: 
(a) a material breach by the other Party of any term of this Agreement; 
(b) (filing of a request for) bankruptcy or suspension of payment (or similar action) in  respect of the other Party; or  
(c) a (direct or indirect) change of Control in respect of the other Party. 
9.4 This Agreement will terminate automatically in the case that no Materialized  Transactions are effected in a period of 12 consecutive months. 
9.5 Upon termination of this Agreement Booking.com shall continue to pay to the Affiliate  any outstanding Commission in accordance with Article 5 above for a period of 12  months after the termination date, on the condition that Booking.com has the correct  contact and banking details for the Affiliate during that period. Should the Affiliate fail  to claim any unpaid Commission within that 12 month period, such failure shall  constitute an effective waiver of the Affiliate’s right to claim such Commission. 
9.6 In the event of a breach of clause 4 herein by or attributable to the Affiliate, Booking.com  shall be entitled to exercise the following actions and rights, notwithstanding the  remedies and actions for specific performance, damage compensation or injunctive or  equitable relief available by law or contract: 
(a) suspension of its (payment) obligations under or termination of this Agreement  with immediate effect and without prejudice to the rights that have already accrued  prior to the breach; and/or 
(b) Booking.com shall be entitled to use a Percentage Commission Split of 0% for all  bookings made and/or each Materialised Transaction during the term that the  Affiliate breaches the relevant obligations set out in clause 4 herein or has not  remedied its breach of the relevant obligations as set out in clause 4 herein in full. 
9.7 Upon termination and save as set out otherwise, this Agreement shall absolutely and  entirely terminate and cease to have effect without prejudice to Party’s rights and  remedies in respect of an indemnification or a breach by the other party of this  Agreement. Termination shall not affect any provision of this Agreement which is  expressly or by implication intended to come into effect on, or to continue in effect after,  such termination or expiry, including, but not limited to, clauses 4.1(a), 4.1(b), 4.1(d),  4.1(e), 4.2, 4.3, 4.4(b), 7.3, 8, 10, 11, 12, 13 and 14.
10. CONFIDENTIALITY 
10.1 Parties understand and agree that in the performance of this Agreement, each Party may  have access to or may be exposed to, directly or indirectly, confidential information of  the other party whether before, on or after the date of this Agreement which is any  information that would be regarded as confidential by a reasonable business person  including (without limitation) information relating to the business, transactions,  information in respect of rate, product and availability parity, conversion data, Personal  Data, the terms of this Agreement, finances, affairs, clients, suppliers, plans, proposals,  proprietary products, software, including source codes, or trade secrets and trading  prospects (the "Confidential Information"). All Confidential Information shall be  treated as private and confidential and not disclosed to any (third) party except as set out  in this Agreement. 
10.2 Each Party agrees that: 
(a) all Confidential Information shall remain the exclusive property of the disclosing  party, and the receiving party shall not use it for any purpose, except in furtherance  of this Agreement, 
(b) it shall use prudent methods to ensure its employees, officers and agents (the  "Permitted Persons") maintain the security of the Confidential Information, 
(c) it shall ensure that Permitted Persons do not: 
i. copy, publish, or divulge the Confidential Information to any third party; or ii. use or store it in an unprotected retrieval system or database (other than  pursuant to the terms hereof); and 
(d) it shall return or destroy all ((hard and soft) copies of) Confidential Information  upon written request of the other Party. 
10.3 Notwithstanding the foregoing, Confidential Information shall not include any  information to the extent it: 
(a) is or becomes part of the public domain through no act or omission on the part of  the receiving party; 
(b) was possessed by the receiving party prior to the date of this Agreement; or 
(c) is disclosed to the receiving party by a third party having no obligation of  confidentiality with respect thereto. 
10.4 Each Party may disclose the other party's Confidential Information: 
(a) to its employees, officers, representatives or advisers who need to know such  information for the purposes of exercising the party's rights or carrying out its  obligations under or in connection with this Agreement. Each Party shall ensure  that its employees, officers, representatives or advisers to whom it discloses the 
other party's Confidential Information comply with this clause 10. For the  avoidance of doubt, Booking.com may share Confidential Information with its  affiliated group companies; and 
(b) as may be required by law, a court of competent jurisdiction or any governmental  or regulatory authority. 
11. SECURITY, PRIVACY AND PROCESSING 
11.1 The Parties shall comply with the terms as set forth in Annexes 1 and 2 to this  Agreement, as the same may be amended from time to time in accordance with the  terms of this Agreement (the “Security, Privacy and Processing Requirements”). 
12. COMPLIANCE 
12.1 In relation to the execution, performance and delivery of this Agreement, each Party  (including their respective employees, directors, officers, agents and other  representatives) has and shall (i) not directly or indirectly (a) offer, promise or give to  any third party (including any governmental official or political party's official,  representative or candidate), or (b) seek, accept, agree to receive or get promised for itself  or for another party, any gift, payment, reward, consideration, advantage or benefit of  any kind which would or could reasonably be construed as bribery or an illegal or corrupt  practice, and (ii) comply with (and not place the other Party in breach of) all applicable  laws prohibiting bribery and corruptions (including without limitation the U.S. Foreign  Corrupt Practices Act 1977, the UK Bribery Act 2010 and the laws of any other territory  with jurisdiction over the Parties). 
12.2 In connection with their performance of and remuneration under this Agreement, each  Party (including their respective employees, directors, officers, agents and other  representatives) shall pay in full all taxes that are lawfully due from it in any  jurisdiction(s) in which it operates, and shall not (i) commit (or facilitate, aid, abet,  counsel or procure the commission of) any offence of cheating the public revenue or  being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of  any tax, or (ii) otherwise breach or take any action that may place the other Party in  breach of applicable laws prohibiting tax evasion and the facilitation thereof. 
12.3 Each Party represents and warrants that, for the term of this Agreement, it is not (i) listed  on any applicable list of sanctioned parties (including without limitation the lists of  restricted parties issued by the UN, U.S., EU and UK), (ii) owned by, controlled by, or  acting at the direction of, any person or persons listed on such a list, or (iii) ordinarily  resident in or organised under the laws of any jurisdiction subject to comprehensive or  other territory-wide sanctions imposed by the UN, U.S. EU and/or UK. Neither Party  shall take any action that would breach, and shall not take any action that would place 
the other Party in breach of, applicable sanctions (including without limitation those  imposed by the UN, U.S., EU and/or UK and any other territory with jurisdiction over  the Parties).  
12.4 Each Party represents and warrants that, for the term of this Agreement, it complies with  all applicable laws concerning employment rights, human rights, non-discrimination and  modern slavery, and in particular does not hold any person in slavery or servitude, or  arrange or facilitate the travel or stay of another person with a view to that person being  exploited. 
12.5 The Affiliate represents and warrants that, for the term of this Agreement, it shall not  (whether knowingly or with cause to suspect) acquire, use, possess, retain, control or  otherwise deal in funds or other property constituting the proceeds of crime, or otherwise  engage in any activity or become concerned in an arrangement that may constitute an  offence under applicable laws prohibiting dealing in the proceeds of crime and/or the  financing of terrorism. 
12.6 The Affiliate represents and warrants that, in respect of the bank account to be used in  connection with this Agreement ("Bank Account"): (i) the Bank Account is located in  the jurisdiction where the Affiliate is established or has its principal place of business;  (ii) the Affiliate is the sole holder and beneficiary of the Bank Account; (iii) all payments  and transfers between Booking.com and the Bank Account (and vice versa) are at arm's  length and do not violate any applicable laws (including in particular laws concerning  money laundering, bribery and corruption, tax evasion, terrorist financing, financial  sanctions and other financial crimes); and (iv) the Affiliate does not use the Bank  Account (or any funds transferred to or from Booking.com) for breaches of laws  concerning money laundering, bribery and corruption, tax evasion, terrorist financing,  financial sanctions or other financial crimes.  
12.7 For the avoidance of doubt, clause 12.6 shall not prohibit payments from being made to,  from or through an account that the Affiliate holds with a digital payment processor or  digital wallet ("Digital Account"), including a Digital Account established or holding  funds outside the Affiliate's jurisdiction of establishment or principal place of business,  provided that: (i) the Digital Account is linked to a Bank Account or other payment  method held in the jurisdiction in which the Affiliate is established or has its principal  place of business; and (ii) the Affiliate's use of that Digital Account is fully in compliance  with all applicable laws (including, without limitation, financial laws) and does not  otherwise result in a breach of the warranties contained in clause 12.6. 
12.8 The Affiliate shall immediately notify Booking.com in the event of any actual or  suspected breach of this clause 12 by the Affiliate or its employees, directors, officers,  agents or other representatives.
13. MISCELLANEOUS 
13.1 All notices and communications must be in English, in writing, and sent by email,  facsimile or nationally recognized overnight air courier to the email address or facsimile  number as identified by the relevant Party or the address set out in this Agreement. The  original English version of this Agreement may have been translated into other  languages. The translated version of the English Agreement is a courtesy and office  translation only and the Affiliate cannot derive any rights from the translated version. In  the event of a dispute about the contents or interpretation of these terms and conditions  of this Agreement or in the event of a conflict, ambiguity, inconsistency or discrepancy  between the English version and any other language version of this Agreement, the  English language version shall prevail, apply and be binding and conclusive. The English  version shall be used in legal proceedings. The English version shall be sent to you upon  written request. 
13.2 Each Party shall bear its own costs and expenses in connection with the entering into,  execution and performance under this Agreement (including the integration and  connection). 
13.3 Booking.com and its authorised advisers and representatives may audit the Affiliate’s  compliance with the terms of this Agreement. The Affiliate shall provide assistance in a  timely manner to Booking.com, or its authorised advisers or representative, in carrying  out such an audit, and in particular, shall provide Booking.com with reasonable access to  all relevant books, records, premises, personnel and other information relevant to the  Affiliate’s performance of this Agreement (except for such information that the Affiliate  is obliged to keep confidential or that is legally privileged), in each case at no cost to  Booking.com. Should Booking.com incur costs in conducting the audit over and above  the cost of a routine audit, Booking.com reserves the right to pass the additional costs of  the audit onto the Affiliate. 
13.4 This Agreement (including the schedules, annexes and appendixes, which form an  integral part of this Agreement) constitutes the entire agreement and understanding of the  Parties with respect to its subject matter and replaces and supersedes all prior agreements,  arrangements, ((non) binding) offers, undertakings or statements regarding such subject  matter. 
13.5 Parties agree that Booking.com retains the right to unilaterally amend the terms of this  Agreement, by providing the Affiliate with a prior written notice thereof (which, for the  avoidance of doubt, includes notification via email). The Affiliate is deemed to have  accepted the amended terms through continuing use of the Service, unless the Affiliates  notifies Booking.com in writing that it does not consent and, therefore, terminates the  Agreement.
13.6 Parties agree that Booking.com retains the right to unilaterally amend the form in which  the Services are made available, or any applicable terms or instructions thereto, to the  Affiliate, by providing the Affiliate with a prior written notice thereof (which, for the  avoidance of doubt, includes notification via email). The Affiliate is deemed to have  accepted the amended Service model through continuing use of the Service, unless the  Affiliates notifies Booking.com in writing that it does not consent and, therefore,  terminates the Agreement. 
13.7 Neither party shall be entitled to assign, transfer and/or encumber any of its rights and/or  the obligations under this Agreement without the prior written consent of the other party.  This Agreement is concluded for the benefit of the Parties and their respective successors  and permitted assigns, and nothing herein is intended to or shall implicitly confer upon  any other person any legal or equitable right, benefit or remedy of any nature whatsoever,  under or by reason of this Agreement, except to the extent explicitly stated otherwise in  this Agreement. 
13.8 If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall  remain bound by all other provisions hereof. In that event, the Parties shall replace the  invalid or non-binding provision by provisions that are valid and binding and that have,  to the greatest extent possible, a similar effect as the invalid or non-binding provision,  given the contents and purpose of this Agreement. 
13.9 Affiliate agrees to comply and have individuals acting on its behalf, comply with the  Booking.com Affiliate Partner Account Terms of Use  https://admin.booking.com/partner/.  
14. GOVERNING LAW AND JURISDICTION 
14.1 This Agreement shall be exclusively governed by and construed in accordance with the  laws of the Netherlands. 
14.2 Any disputes arising out or in connection with this Agreement shall exclusively be  submitted to and dealt with by the competent court in Amsterdam, the Netherlands.
ANNEX 1 
SECURITY, PRIVACY AND PROCESSING REQUIREMENTS 
1. Terminology  
1.1 For the purposes of this Annex 1 and Annex 2, the terms "controller", “processor”, "data  subject", "process" (and conjugations thereof), and "supervisory authority" have the  meanings given to them in the GDPR. 
1.2 The following words and phrases shall have the following meanings throughout this Annex  and Annex 2, unless the context requires otherwise: 
i. "Data Protection Laws" means all laws in any jurisdiction relating to the processing  of Personal Data and protection of privacy relating to the transmission, storage or any  other processing of Personal Data in the context of the Agreement and applicable to  either and/or both Parties, including (without limitation and where applicable)  Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016  on the protection of natural persons with regard to the processing of personal data and  on the free movement of such data (the "GDPR"), as well as any laws and regulations  implementing or created pursuant to the GDPR and the Directive 2002/58/EC of the  European Parliament and of the Council of 12 July 2002 concerning the processing of  personal data and the protection of privacy in the electronic communications sector ("e Privacy Directive"), or which amends, replaces, re-enacts or consolidates any of them; 
ii. "Personal Data Breach" means a breach of security leading to the accidental or  unlawful destruction, loss, alteration, unauthorised use, transfer or disclosure of, or  access to, Personal Data transmitted, stored or otherwise processed in the context of the  Agreement; 
iii. "Personal Data" means any information relating to an identified or identifiable natural  person, including but not limited to a Guest, whereby an identifiable natural person is  one who can be identified, directly or indirectly, in particular by reference to an  identifier such as a name, credit card details, an identification number, location data, an  online identifier or to one or more factors specific to the physical, physiological,  genetic, mental, economic, cultural or social identity of that natural person;
2. Security 
2.1 General security measures. Each Party shall implement and maintain appropriate technical  and organisational security measures to safeguard the confidentiality, detect the presence of  security incidents and to protect the Websites and any Confidential Information, Personal Data,  Content and Booking.com Material, as well as any material stored, transmitted or otherwise  processed in the context of the Agreement from any security incident and/or Personal Data  Breach.  
2.2 Booking.com security requirements. The Affiliate shall, without prejudice to clause 2.1,  implement any reasonable security measures as Booking.com may from time to time notify to  the Affiliate, and control, by appropriate means, the implementation and maintenance of and  compliance with such measures. 
3. Security incident and Personal Data Breach 
3.1 Reasonable and appropriate remedial actions. If at any time the Affiliate becomes aware  of, or has reasonable grounds to suspect, the occurrence of any security incident or Personal  Data Breach that may jeopardise the safety and security (including the integrity, confidentiality,  availability and continuity) of the Website(s), any Confidential Information, Personal Data,  Content and Booking.com Material, as well as any material stored, transmitted or otherwise  processed in the context of the Agreement, then the Affiliate shall: 
i. without undue delay notify Booking.com and consult with Booking.com on the  reasonable and appropriate actions to be taken; 
ii. subject to limitations existing under applicable laws, be responsible for proactively  providing all information necessary to Booking.com such that Booking.com can be  fully informed and undertake its own investigation related to the cause, mitigation  measures taken, and damages incurred or likely to be incurred by either Party, and third  parties, with respect to the security incident and/or Personal Data Breach; 
iii. take all immediate reasonable and appropriate actions required by the situation, even  prior to any consultation (in which case the Affiliate shall consult with Booking.com as  soon as reasonably practicable), to avoid or mitigate any adverse effects for  Booking.com, and to prevent (further) harm to Booking.com and the Guests; and 
iv. cooperate with Booking.com in taking any reasonable and appropriate action to address  the security incident and/or Personal Data Breach. 
3.2 Disclosure. Subject to mandatory requirements under applicable law, the Affiliate:  i. shall in no manner provide information to any third party (including any supervisory  authority) without the prior written consent of Booking.com regarding any security 
incident or Personal Data Breach of which the Affiliate may become aware in the  context of the Agreement; 
ii. shall, prior to disclosing to any third party (including any supervisory authority)  information about any security incident or Personal Data Breach in the context of the  Agreement, use its best efforts to consult with Booking.com the other Party and take  into account its reasonable requirements as to the timing, contents and manner of  disclosure, and the parties to whom disclosure is made; and 
iii. acknowledges and agrees that Booking.com retains the right to voluntarily inform any  third party (including any supervisory authority and Guests) about any security incident  or Personal Data Breach. 
4. Processing and Privacy requirements 
4.1 Compliance. The Affiliate shall implement measures in a manner that it meets the  requirements under the applicable law, including but not limited to the Data Protection Laws,  and uphold: (i) the 'accountability' principle under the GDPR, and (ii) the general privacy  principles under the GDPR including but not limited to the data protection by design and data  protection by default requirements.  
4.2 Relationship. The Parties acknowledge and agree on the following: 
i. each Party acts as independent and separate data controller for the processing of  Personal Data for its own purposes under the Agreement;  
ii. each Party, as independent controller, determines the purposes and means of the  processing of Personal Data in its sole discretion and shall solely be responsible for its own compliance with applicable Data Protection Laws; 
iii. the Affiliate does not process any Personal Data on behalf of Booking.com and the  Parties have not jointly determined the purposes and means of processing of any  Personal Data processed in the context of the Agreement; 
iv. in the event that the Parties would jointly determine the purposes and means of any  processing activity in the context of the Agreement, they shall determine their  respective responsibilities for compliance with the obligations under the applicable  Data Protection Laws.  
4.3 Data shared by Booking.com. The Parties acknowledge and agree on the following:  i. Booking.com may share with the Affiliate the information and Personal Data listed  under Annex 2; 
ii. the Affiliate shall be entitled to process the information and Personal Data solely  for the purposes described under Annex 2; 
iii. Booking.com may amend at its sole discretion the content of Annex 2 in accordance  with the Agreement. 
4.4 Personal Data shared by Affiliate. In the event that the Affiliate shares Personal Data with  Booking.com, the following requirements apply: 
i. the Affiliate shall obtained prior written confirmation from Booking.com; ii. the Parties shall list under Annex 2 the Personal Data to be shared with  Booking.com, and the purposes for which such Personal Data may be processed by  Booking.com; 
iii. the disclosure of the Personal Data shall be permitted under the applicable Data  Protection Laws;  
iv. the Affiliate shall be entitled and warrants that it is entitled under the applicable  Data Protection Laws to disclose the Personal Data to Booking.com. 
4.5 Transparency. Each Party shall process Personal Data, including those in relation to Guests  and visitors to its respective Website, in accordance with a privacy statement made available  to the data subjects in a transparent manner prior to or at collection of the Personal Data by  such Party or, as permitted by applicable law, immediately thereafter.  
4.6 Processing of business contact details. Each Party shall process the Personal Data  of/relating to the other Party and/or any persons acting on its behalf in accordance with a  privacy statement made available to the data subject in a transparent manner prior to, or at the  time of, collection of the Personal Data by such Party or, as permitted by applicable law,  immediately thereafter.  
The Affiliate understands and agrees that Booking.com shall process any Personal Data  collected and relating to the Affiliate and/or any persons acting on its behalf in accordance with  the Booking.com privacy statement for business partners, made available online, as such  statement may be amended by Booking.com from time to time. The Affiliate agrees to have  ensured that there is a valid legal ground under applicable Data Protection Laws for the  collection and use of Personal Data by Booking.com in the context of the Agreement relating  to any person acting on behalf of Affiliate.  
4.7 Affiliate obligations. The Affiliate hereby agrees, covenants and undertakes that it shall, in  relation to the Booking.com Material and Personal Data shared by Booking.com: i. process all Booking.com Material and Personal Data completely, accurately, correctly  and consistently;  
ii. ensure that any (sub-)processor it engages shall adhere to the requirements imposed on  the Affiliate under the Agreement in respect of such processing, and be responsible for  the acts and omissions of any such (sub-)processor as if it were actions and omissions  of the Affiliate itself;
iii. not make the Booking.com Material and Personal Data processed in the context of the  Agreement available to third parties other than to its (sub-)processors, except as  otherwise agreed between the Parties; 
iv. not make any copy of the Booking.com Material and Personal Data except as strictly  and demonstrably necessary to provide services under the Agreement and, in such  event, subject to implementing and maintaining all reasonable measures in accordance  with the Agreement to safeguard against any security incident or Personal Data Breach. 
4.8 Cooperation. Each Party shall provide all reasonable cooperation, assistance and  information to enable the other Party to comply with its obligations under applicable law,  including (without limitation) the Data Protection Laws, at its cost. Each Party shall notably  assist the other Party with the following:  
i. responding to requests from competent authority (including supervisory authorities) in  relation to the Booking.com Material and Personal Data processed and shared in the  context of the Agreement; and 
ii. responding to requests from data subjects wishing to exercise their privacy rights,  including their rights under the GDPR; 
iii. conducting any assessment to validate compliance with the applicable law, including  the applicable Data Protection Laws. 
Any notification or correspondence by the Affiliate, in relation to this Annex, shall be sent to  dataprotectionoffice@booking.com.  
4.9 Disclosure to authorities. Except to the extent the Affiliate is prohibited from doing so  under applicable law or pursuant to the lawful order of any competent authority (including any  supervisory authority): 
i. the Affiliate shall promptly notify Booking.com in writing of any request by any such  authority for the disclosure of Booking.com Material or Personal Data processed in the  context of the Agreement or otherwise received from Booking.com; and 
ii. the Affiliate shall cooperate with Booking.com with regard to the timing and content of  any such disclosure, the parties to whom disclosure is made, and any reasonable action  that Booking.com may wish to take to challenge the request for disclosure. 
4.10 Data transfer to third countries. The Parties shall ensure that the Personal Data is only  transferred to or accessed by recipients outside the European Economic Area if such transfer is  in accordance with applicable Data Protection Laws.  
If the Personal Data is transferred to or accessed by recipients in a country that has not been  recognized by the European Commission as providing an adequate level of data protection, the 
European Union controller-to-controller standard contractual clauses (Commission Decision  2004/915/EC) (“SCC’s”) will apply. For the purposes of SCC’s: 
● Booking.com is the Data Exporter and the Affiliate is the Data Importer; ● Under clause II(h) of the SCC’s, the Affiliate will process the personal data in  accordance with the data processing principles set forth in Annex A of the SCC’s;  ● The information required in Annex B of the SCCs shall be as described in the Annex  2.  
The SCCs shall prevail and take precedence over the other terms of the Agreement.  
The Affiliate agrees that the SCC’s as well as this clause can unilaterally be replaced by  Booking.com by any successor or replacement of the SCC’s as approved by the European  Commission. 
4.11 Inspections and Audits. Booking.com is entitled to conduct and/or instruct a third party to  conduct an inspection of the Affiliate or audit of Affiliate’s records (including information  relating to the Affiliate’s processing activities or information that evidences the configuration  and effectiveness of security measures), to the extent reasonably necessary to (a) fulfil any  legal or reporting obligations of Booking.com, or (b) verify the compliance by the Affiliate  with the Agreement to the extent that Booking.com has a good faith belief that the Affiliate is  acting in non-compliance with the Agreement.  
The Affiliate shall fully cooperate and instruct its employees, agents or representatives to fully  cooperate with Booking.com and its agents or representatives during such inspections and  audits.  
The Affiliate shall promptly provide Booking.com, or its designated auditors and/or other  suitable third party provider of Booking.com’s choosing with such cooperation and access to  premises, information and personnel as is reasonably necessary for the aforementioned  purposes and permit the taking of copies of such records as are reasonably necessary for those  purposes.  
Booking.com shall bear the costs of the inspection or audit, unless the inspection or audit  reveals a breach by the Affiliate of any provision of the Agreement, in which event the Affiliate  shall, without prejudice to Booking.com's further rights and remedies in respect of such breach,  immediately pay to Booking.com the costs incurred by Booking.com in the inspection or audit.
Annex 2 
Overview of information and Personal Data shared between the Parties  
Personal Data and Booking.com Material shared by Booking.com with the Affiliate 
Personal Data and Booking.com  Material shared with Affiliate
- Aggregated product performance data 
- Booking Details per reservation (this may include  Affiliate’s commission, booking date, booking number,  check-in / check-out dates, length of stay, Booking  window, status, total commission, commission %,  credit-slip number, property name, type, country, city,  UFI, Affiliate ID, label, booker country/region, booker  language, user device, travel purpose)
Purposes for which Personal  Data and Booking.com Material  is shared with Affiliate 
- To allow Affiliate to perform analytics 
- To allow Affiliate to use aggregated performance data  for its market(ing) strategy (in accordance with the  Agreement) 
- To allow Affiliate to support the Guest solely in the  event that the Affiliate already has a direct contact with  the Guest (such as but not limited to travel agents)
Means to share Personal Data  and Booking.com Material  shared with Affiliate
- Online environment provided by Booking.com (e.g.  Partner Centre)
Personal Data shared by the Affiliate with Booking.com
Personal Data shared with Booking.com
- None
Purposes for which Personal Data is shared with Booking.com
- N/A
Means to share Personal Data  shared with Booking.com
- N/A