Your Reservations Partner

PARTNER PROGRAMME - TERMS & CONDITIONS

This Agreement contains the terms and conditions on which Active Hotels Limited, ("AH"), will provide the party named below, ("Partner"), with online booking and information services, (the "Partnership Programme"), relating to hotels, bed & breakfasts and guest houses, (the "Member Properties"). By signing below, the signatory confirms that the Partner agrees to be bound by the terms and conditions of this Agreement.

• 1 AH'S OBLIGATIONS
  • 1.1 AH shall provide the Partner with access to the URL for the AH search page and/or information relating to the Member Properties, ("Content") and the instructions necessary to enable the Partner to customise and integrate the same into the Partner's Internet site(s), (the "Partner Sites").
  • 1.2 For the duration of this Agreement AH shall provide the Partner with a username and password to enable the Partner to access the Partner Account Centre in order to monitor reservations and access updates of the Content.
• 2  PARTNER'S OBLIGATIONS
  • 2.1 Partner agrees to integrate, as appropriate, the search link and/or the Content into the Partner Sites, and to maintain AH as a provider of real-time booking.
  • 2.2 The Partner undertakes to:
    • 2.2.1 indicate clearly on the Partner Sites that each Member Property is bookable online;
    • 2.2.2 correct errors in the Content within 5 days of becoming aware of or being notified by us of the same;
    • 2.2.3 comply immediately with any reasonable request from AH to remove any part of the AH Content from the Partner Sites;
    • 2.2.4 keep the Partner's username and password confidential and only to disclose it to those employees, agents, sub-contractors or consultants who have been authorised by the Partner to access the Partner Account Centre and to inform AH immediately in the event of a breach and to indemnify AH against any loss incurred by AH as a result of any unauthorised use of the Partner's username or password up to a maximum of the commission due to the Partner for the three calendar months preceding the breach;
    • 2.2.5 ensure that nothing on the Partner Sites is materially inaccurate or in breach of applicable law or code of practice from time to time in force or is materially damaging to AH's reputation;
    • 2.2.6 maintain the Partner's Sites and keep them fully operational save for planned downtime or failures resulting from causes beyond the Partner's reasonable control;
    • 2.2.7 comply immediately with any reasonable request from AH to cease using, in relation to any online targeted advertising campaign, any keyword which is the subject of a third party complaint about such use received by AH.
  • 2.3 The Partner undertakes not to:
    • 2.3.1 cause or permit to be done anything which may cause AH to be excluded from the process of booking any Member Property;
    • 2.3.2 communicate directly with any Member Property unless the Partner has an existing contractual relationship with the Member Property at the date of this Agreement;
    • 2.3.3 use the Partner Sites to deploy to Customers any spyware or other technology which collects information about any Customer's internet activities for the purpose of sharing such information with any third party without the Customer's express consent;
    • 2.3.4 use the Partner Sites to distribute to Customers any adware or other marketing applications whose primary purpose is to deliver advertising content to Customers except where: (a) the provider, nature, purpose and functions of the marketing application are readily identifiable by the Customer at the point of download; (b) the Customer is given an opportunity to decline to download and/or execute the marketing application; (c) all Customers, including those who have previously received Adware, have given proactive and valid consent to download and/or execute the marketing application; (d) the marketing application is removable by the Customer at any time through the Add/Remove Programs facility in the Customer's operating system; and (e) all pop-up windows generated by such marketing application unambiguously identify the provider, do not contain misleading information and are closable by the Customer with a single mouse click;
    • 2.3.5 bid for or purchase, for use in relation to any online targeted advertising campaign, any keywords offered by companies operating Internet search engines or price comparison sites where such keywords incorporate any word or words which are identical or confusingly similar to any registered or unregistered trade mark belonging to AH or any third party contracted to AH unless the owner of such trade mark has given its prior written consent;
    • 2.3.6 use as text within any online advertising campaign, any domain names which are identical or confusingly similar to any domain names belonging to AH or any third party unless the owner of such domain name has given its prior written consent;
    • 2.3.7 register or otherwise acquire, any Internet domain name which incorporates any word or words which are identical or confusingly similar to any registered or unregistered trade mark belonging to AH or any other third party unless the owner of such trade mark has given its prior written consent.
  • 2.4 For the avoidance of doubt, the Partner shall not bid for or purchase any keyword, nor register or acquire any domain name, nor use any domain name within advertisement text which is the same as or confusingly similar to ACTIVERESERVATIONS or the trade marks ACTIVE HOTELS, BOOKINGS, PILLOWTALK and PRICELINE.
  • 2.5 From time to time AH may negotiate special offers, ("Offers"), with Member Properties under whose terms users of the Partner's Sites shall be offered beneficial pricing. The Partner agrees to promote any such Offers by taking all reasonable steps to increase the visibility of the relevant Member Property on the Partner Sites.
• 3  COMMISSION
  • 3.1 AH shall pay commission in respect of all reservations at Member Properties made by Customers at the rates and in accordance with the Schedule. For the purposes of this Agreement, the phrase "Total Room Revenue" shall mean the amount of room revenue actually received by the Member Property from the Customer in line with the booking details, inclusive of VAT where applicable.
  • 3.2 No commission is payable in respect of Customers who do not make a reservation, do not complete their reservations, do not pay for their reservations or cancel their reservations.
  • 3.3 The Partner shall send to AH a VAT invoice for the commission due each month or provide to AH a signed self-billing form. Invoices for commission due to the Partner each month will be as recorded in the AH Partner Account Centre (PAC) at midnight on the 10th of the month following the month of guest departure. Commissions are payable by AH to Partner 60 days after the end of the month in which the guest departs. If the cumulative sum of commission owed by AH to the Partner is less than £50 then payment will be carried over until the month when the £50 threshold is met or exceeded.
  • 3.4 AH shall keep such records as are reasonably necessary to enable it to calculate the commission due to the Partner and the Partner shall be entitled at the Partner's expense upon reasonable notice and not more than once in any calendar year to have its representative audit such records.
• 4  INTELLECTUAL PROPERTY
  • 4.1 The Partner acknowledges that AH and/or its licensors shall retain ownership of all rights, title and interest in and to all existing copyrights, inventions, database rights, trade marks and all other intellectual property rights embodied in the AH Internet site, the Search Link and the Content including the trade marks "ACTIVE HOTELS" and "ACTIVEHOTELS.COM" and the AH logo, ("the AH Intellectual Property").
  • 4.2 AH hereby grants the Partner for the duration of this Agreement a worldwide, royalty free, non-exclusive, non-transferable licence to use those elements of the AH Intellectual Property as provided to the Partner by AH and which is necessary for the sole purpose of the Partner enjoying its rights and performing its obligations under this Agreement. The Partner shall not acquire any rights in or to the AH Intellectual Property other than as expressly set out in this Agreement.
• 5  WARRANTIES AND LIABILITY
  • 5.1 AH provides, and the Partner accepts, the Partnership Programme on an "as is" and "as available" basis. AH shall use all reasonable commercial endeavours to maximise the availability of the Member Properties' Internet sites and the AH Internet site. However, the Partner acknowledges that such access may occasionally be interrupted by scheduled downtime or for technical reasons beyond AH's control. All implied warranties and conditions are hereby excluded to the maximum extent permissible by law.
  • 5.2 Under no circumstances will AH be liable to the Partner for any indirect or consequential loss including, without limitation, loss of profits, wasted expenditure or loss of data.
  • 5.3 Other than personal injury or death caused by AH's negligence, (for which no limit applies), AH's maximum aggregate liability to the Partner shall be limited to the total commissions paid to Partner during the 3 calendar months immediately prior to the date on which liability arose.
• 6  DURATION AND TERMINATION
  • 6.1 This Agreement shall commence on signature and shall continue for an initial period of 12 months and thereafter from year to year unless or until terminated by either party giving to the other not less than 1 months notice in writing.
  • 6.2 AH may terminate this agreement immediately, without prejudice to any remedy it may have, upon notice in the event that the Partner materially breaches any of its obligations under this Agreement and such breach, (if capable of remedy), is not remedied within 10 days of a written notice; the Partner has a receiver or administrative receiver appointed; passes a resolution for winding up; becomes subject to an administration order; enters into any voluntary arrangement with its creditors, or ceases or threatens to cease to carry on in business.
  • 6.3 Any obligations of the parties which are intended to survive termination of this Agreement shall continue in force notwithstanding its termination for any reason.
  • 6.4 On termination of this agreement the Partner will immediately remove the Content, the Logos and the Links from the Partner Sites. Any web pages or domain names that are or have ever been specific to Member Properties using information provided by AH will be left blank and not re-directed and consumers accessing these pages will not be encouraged in any way to make reservations at any property or accommodation provider or through any company or organisation that may reasonably be construed as a competitor of AH.
  • 6.5 On termination of this agreement, the licence granted in Clause 4.2 above shall terminate automatically and the Partner agrees to remove forthwith from the Partner Sites the Search Link and the Content.
• 7   GENERAL
  • 7.1 Any external communication, press release or marketing material which refers to AH, its services or the existence or terms of this Agreement must be agreed by AH in writing before publication.
  • 7.2 Each party to this Agreement is an independent contractor.
  • 7.3 Neither party shall be liable for any failure in the performance of its obligations hereunder caused by circumstances beyond its control.
  • 7.4 No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision.
  • 7.5 This Agreement supersedes all prior agreements between the parties and constitutes the entire agreement between them relating to its subject matter. Nothing in this Agreement shall be construed as excluding liability for fraudulent misrepresentation.
  • 7.6 A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
  • 7.7 Neither party shall assign, sub-contract, license, declare any trust over or otherwise dispose of any part of its rights or obligations under this Agreement without the prior written consent of the other such consent not to be unreasonably withheld.
  • 7.8 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.
  • 7.9 This Agreement shall be construed and applied in accordance with the laws of England and the English Courts shall have exclusive jurisdiction in any dispute relating thereto.

SCHEDULE

Commissions

CATEGORY	COMMISSION PAYMENT (% of the total room rev INC VAT)	COMMISSION PAYMENT (% of the total room rev EX VAT)
0-50 Bookings	3.525%	3%
51-99 Bookings	4.1125%	3.5%
100 + Bookings	4.7%	4%