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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
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