Terms & Conditions for Katanox

These Accommodation Partner General Terms and Conditions (the "Terms") are an integral part of the Accommodation Agreement (the "Accommodation agreement" along with the Terms, also referred to as: the "Agreement") entered into between You (the Accommodation Partner) and Katanox B.V.

In this Agreement, capitalised words and expressions shall have the meanings as defined in Appendix 1. In some of the Terms, the official legal term under applicable Dutch law is provided in italics in order to avoid interpretative issues.

1. GENERAL

   1. By entering into the Agreement, You agree that the Information about Your Accommodation(s) is included in and published on the Katanox Platform and that Your rooms are advertised and made available for reservation on the Demand Partners’ Applications. For the purpose thereof, a link is established between Your Property Management System (“PMS”) and the Katanox Platform and a license is granted in accordance with Article 3.1 below.
   2. By creating an account in Katanox, You agree that the Information about Your Accommodation(s) may be displayed on the Applications of all Demand Partners of Katanox B.V., except that You have the option to select (by means of “whitelisting” or “blacklisting”) which Demand Partners you approve, or not approve, for advertising Your Accommodation(s). Similarly, and based on their agreement with Katanox B.V, Demand Partners have the option to select (by means of “whitelisting” or “blacklisting”) which Accommodations they wish to display on their Applications. This means that certain Demand Partners may choose not to display Your Accommodation(s) on their Applications. To the extent necessary for establishing a direct contractual relationship between you and the relevant Demand Partners, and in order to grant the Demand Partners permission to advertise the Accommodation Information on the Demand Partner Applications and for the Demand Partners to collect Commission from You, You hereby grant us a power of attorney to represent You in relation to Demand Partners and to grant such rights and licenses to the (selected) Demand Partners on your behalf in accordance with the Terms. Such power of attorney may not be used by Katanox B.V. unless for and limited to the aforementioned purposes. The power of attorney may not be revoked and is terminated automatically upon termination of the Agreement.
   3. You acknowledge that the Katanox Platform provides the ability to process transactions pursuant to the partnership entered into with Demand Partners. Katanox facilitates the technical interface between Demand Partners, Accommodation Partners and Payment Service Providers, solely as a gateway and facilitator. The Connection (as defined in clause 2.1) and exchange of Guest Data under this Agreement will strictly serve a technical purpose. You acknowledge and agree that Katanox is not a financial institution and therefore the Accommodation Partner relies upon several Payment Service Providers for the collection and settlement of transactions initiated through the Katanox Platform. You agree that Katanox will not be responsible or liable for any amounts related to any transaction for a booking or Guest Payment.
   4. You agree and acknowledge that Katanox B.V. is the sole and exclusive owner of the Katanox brand and that the Katanox trademarks may not be used by You unless in accordance with the Agreement and with the explicit prior permission of Katanox B.V.
   5. You also agree and acknowledge that Katanox B.V. (or its licensors) are the sole and exclusive owners of the Intellectual Property Rights vested in the Katanox Platform, including but not limited to any copyrights vested in the underlying software, structure, designs, algorithms and functionalities, the Katanox website(s) and accompanying artwork, web design, lay-out and website texts as well as any copyrights and/or database rights vested in databases used or created for the purpose of, or in relation to, the Katanox Platform. Such Intellectual Property Rights may not be published, reproduced, modified, adapted, reverse engineered or otherwise used by You, unless if and to the extent explicitly permitted in the Agreement.
   6. You shall not do anything, or permit to do anything, that may harm the good name and reputation of Katanox B.V. and the Katanox brand. This means, amongst others, that You agree not to post, upload, publish, submit or transmit via or to the Katanox Platform any Content that: (1) infringes, misappropriates or violates a third party's Intellectual Property Rights or any third party’s privacy rights or otherwise violates, or encourages any conduct that would violate, any applicable law, rule, statute, ordinance, regulation or court decision, (collectively, the 'Laws'), including any Laws relating to the protection of consumers, (2) would give rise to civil liability, (3) is fraudulent, false, libellous, misleading or deceptive, (4) is defamatory, obscene, pornographic, sexual, vulgar or offensive or links to an pornographic or otherwise sexually orientated service, (5) promotes sexually explicit materials, illegal activities, violence, discrimination (based on race, sex, religion, nationality, disability, sexual orientation, age or otherwise), bigotry, racism, hatred, harassment or harm against any individual or group, or (6) is violent or threatening or promotes violence or actions that are threatening to any person or entity.
   7. This Agreement is not intended, nor should anything herein be construed to create a joint venture, legal partnership or a relationship of principal or agent between the Parties. Also, it is agreed and acknowledged that Katanox nor any of the Demand Partners may be considered a commercial agent (“handelsagent”) in relation to the publication or advertisement of Your Accommodation(s) in or through the Katanox Platform as referred to in Article 428 of Book 7 of the Netherlands Civil Code.
   8. Notices of Katanox B.V. to You in relation to the Agreement may be sent to Your Commercial Contact e-mail address or, alternatively, to the official company address or contact details of Your company as published on Your website.
   9. Notices of Accommodation Partner to Katanox B.V. in relation to the Agreement shall be sent to the following e-mail address of Katanox B.V.: support@katanox.com. Alternatively, You may use the appropriate form or e-mail address provided in the Katanox Platform.

2. OBLIGATIONS OF THE ACCOMMODATION

   1. You shall support Katanox B.V. as reasonably required to connect the PMS system with the Katanox Platform (“Connection”), upon the terms of and subject to the conditions contained in this Agreement. Each Party will provide and maintain the Connection and exchange data for the purpose of this Agreement, using reasonable due care and skill. The Parties shall through this cooperation create added value for each other and the Guests. You agree to take appropriate and sufficient measures to prevent misuse or mishandling of the Katanox Platform.
   2. You shall support Katanox B.V. as reasonably required to connect the PMS system with the Katanox Platform (“Connection”), upon the terms of and subject to the conditions contained in this Agreement. Each Party will provide and maintain the Connection and exchange data for the purpose of this Agreement, using reasonable due care and skill. The Parties shall through this cooperation create added value for each other and the Guests. You agree to take appropriate and sufficient measures to prevent misuse or mishandling of the Katanox Platform.
   3. You declare and guarantee that the Accommodation Information and any other (KYC) information that you provide to Katanox B.V. or service providers of Katanox B.V. will at all times be true, accurate and not misleading. You are responsible at all times for the correct and up-to-date presentation of the Information about Your Accommodation and its various room offerings, including extraordinary events or situations (e.g. renovation or construction in or near the Accommodation) that may be relevant to Guests. You shall update the Information about Your Accommodation on a basis daily (or more often if necessary) and may, at any time, change the price of its available rooms and change the number or type of available rooms through the Katanox Platform.
   4. The Accommodation Information made available on the Katanox Platform is and shall remain Your exclusive property. A license for use of the Information is granted to Katanox B.V. and the Demand Partners in accordance with Article 3 below. Information that You make available may be edited and/or modified by Katanox B.V. and translated into other languages, while any translations (and any copyrights vested therein) will be owned by Katanox B.V. The edited and translated content is exclusively for use by Katanox B.V. and Demand Partners on or through the Katanox Platform and You may not use such content (in any way or in any form) for any other distribution or sales channel or other purposes.
   5. You shall act honestly in your dealings with Demand Partners and Guests and You shall bear sole and exclusive responsibility for the provision of all own services to Guests. Under no circumstances shall Katanox be liable for Your services to Guests or any third-party claims or damages resulting therefrom. Notwithstanding the generality of the foregoing, You may not misuse the Katanox Service by charging or using extreme or excessive prices or conditions which are substantially above market rates

3. Licence

   1. You hereby grant Katanox B.V. and the (selected) Demand Partners a non-exclusive, royalty-free and worldwide right and license (including the right to sublicense, where applicable):
      1. to use, reproduce, distribute, sublicense, communicate, display and make available by any method and display the Accommodation Information (and any of the Accommodation’s Intellectual Property Rights vested therein) on or through the Katanox Platform and the Demand Partner Applications in accordance with this Agreement and as required by Katanox B.V. to provide the Service and to exercise its rights and perform its obligations under the Agreement; and
      2. including the right of Katanox B.V. to modify, adapt, edit or remove (certain elements of) the Accommodation Information, as it deems fit, in accordance with this Agreement and as required by Katanox B.V. to provide the Service and to exercise its rights and perform its obligations under the Agreement, without prior permission being required;
      3. including the right of Katanox B.V. to modify, adapt, edit or remove (certain elements of) the Accommodation Information, as it deems fit, in accordance with this Agreement and as required by Katanox B.V. to provide the Service and to exercise its rights and perform its obligations under the Agreement, without prior permission being required;
   2. You hereby also grant a worldwide, royalty-free right and license to Katanox B.V. Your company name and/or brand on the Katanox website(s) or other advertising channels in order to refer to Your company as a partner who has joined Katanox, provided that such use or display of Your company name or brand will not cause confusion or harm the good name or reputation of Your company or Accommodation(s).
   3. You may not revoke the license granted to Katanox B.V. and authorized Demand Partners in 3.1 above or the duration of the Agreement

4. Rights and Obligations of Katanox B.V.

   1. Katanox B.V. shall use reasonable commercial efforts to make the Service available to You for the duration of the Agreement and to make Customer Support available for technical support of Accommodation Partners twenty-four hours per day, seven days per week, except for: (i) planned downtime (of which Katanox will provide prior notice); or (ii) any unavailability caused by circumstances beyond the control of Katanox, including but not limited to force majeure events or internet service provider failures or delay. Katanox may further suspend - at its reasonable discretion - the Service or limit the duration of the Service if required by law or industry rules or if You have failed to comply with your material obligations under the Terms.
   2. Katanox B.V. retains the right to adjust its Service at any time as long as it does not materially diminish the functionality of the Service. In the event You do not agree to the change(s), You will have to terminate the Agreement by providing notice. Notwithstanding the foregoing, Katanox reserves the right to change or amend the software and the interface underlying the Connection at any time and/or change the functionalities and characteristics of the Katanox Platform. No changes will be implemented by Katanox which materially reduce the functionality of the Katanox Platform, except where this is made necessary by (i) changes in applicable laws or (card payment network) rules, (ii) the need to increase security and/or (iii) the need to follow generally accepted changes in industry standards.
   3. Katanox shall have in place a business continuity and disaster recovery plan at all times during the term of the Agreement in accordance with good industry practice which it shall regularly maintain, update and test to ensure continuity of the Service.
   4. Katanox will recruit and authorize Demand Partners for the use of its Service to connect to Accommodation Partners inventory and offer such inventory for Guest reservation on the Demand Partner Applications.
   5. Katanox B.V. does not guarantee that the Katanox Platform and/or theService are available at all times throughout the Agreement and rejects and excludes any and all liability to You or Your directors, employees or (natural or legal) persons acting on Your behalf, arising from or relating to (temporary and/or partial) malfunctions, interruptions, downtime or unavailability of the Katanox Platform and/or the Service, which exclusion and rejection of liability You hereby accept. Katanox B.V. makes the Service of the Katanox Platform available (and You accept the Service and the Katanox Platform) on an "as is" and "as available" basis. Katanox makes no representation as to the availability of the Payment Service Providers and is not responsible for any downtime or system outage of Payment Service Providers’ systems.
   6. Katanox B.V. shall not have any other obligations under the Agreement or provide any warranties except as explicitly herein.

5. Commission

   1. For each Booking of Your Accommodation through the Katanox Platform, You shall pay a Commission to the relevant Demand Partner calculated in accordance with Article 5.2 below and the Commission Rate (percentage) agreed upon between You and the Demand Partner in the Katanox Platform. Commission shall be based on the Total Booking Value unless in case of a room charge waiver or no-show/cancellation without charge in accordance with the Accommodation policies.
   2. The Commission per Booking is equal to the multiple of i) the number of nights the Guest stays at the Accommodation, ii) the room rate (as set by the Accommodation Partner in the Katanox Platform) per room per night (including VAT, sales tax and any other applicable national, government, provincial, regional, municipal or local taxes (jointly, the "Taxes")) and any Extra services, fees and charges included in or added to the offered room rate, and/or selected or accepted by the Guest via the Demand Partner Application prior to check-in, such as breakfast, meals (half board or full board), bicycle rental, late check-out/early check-in fees, additional person fees, resort fees, rollaway beds, theatre tickets, service fees, etc. (jointly, the “Extras”), iii) the number of rooms booked by the Guest, and iv) the Commission Rate (percentage) agreed upon between the Accommodation Partner and the Demand Partner in the Katanox Platform. The total amount payable by the Guest to the Accommodation for one booking (including Taxes and Extra’s as set out above) is hereafter referred to as: the "Total Booking Value".
   3. Cancellations by Guests before the time and date after which cancellation charges apply will not result in a Commission. Cancellations by Guests after the time and date after which cancellation charges apply will result in a Commission in accordance with the Terms. In such case, the Commission per Booking shall be based on the Total Booking Value payable by the Guest under the Cancellation and No-Show Terms of the Accommodation applicable at the time of the reservation.
   4. At all times the rate shown to Guests on the Katanox Platform will include VAT, sales tax and all other Taxes, fees or charges payable by Guests upon booking with the Accommodation Partner, unless otherwise agreed upon by Katanox B.V.
   5. The Accommodation Partner will adjust current prices and availability of rooms directly or via integrated PMS in the Katanox Platform (at least) once every day.
   6. The Katanox Platform shows details of all bookings and reservations (and payments) made in the Accommodation through the Katanox Platform, and the corresponding Commission.

6. Payment Service Providers

   1. You agree that Katanox may pass the Guest Payment data to such Payment Service Providers, together with any other necessary (KYC and account) information (if necessary), to enable the Payment Service Providers to initiate and process Guest payment transactions. Katanox reserves the right to require further information (on behalf of Payment Service Providers if so agreed) if necessary to provide the Service and/or the services of Payment Service Providers or to comply with legal and regulatory requirements. If You do not provide such further information, Katanox (and the Payment Service Providers) have the right to suspend or cancel Your use of the Service (or the services of Payment Service Providers).
   2. You acknowledge that Katanox is in no manner involved in the collection and settlement of any funds in relation to Guest Payments. Any rights and obligations relating to the collection and settlement of the funds are exclusively governed by the terms and conditions of the Payment Service Providers.
   3. Katanox does not accept any liability with regard to services provided by the Payment Service Providers.

7. Guest Payment Processing

   1. You acknowledge and agree that You are responsible and liable at all times (during the Agreement and after termination) for any payment transactions processed through the Katanox Platform and for all Bookings made with the Accommodation through the Katanox Platform. The payment risk of Guest Payment lies exclusively with the Accommodation Partner. This means that the Commission is payable in accordance with Article 5 even if You are unable to collect Guest Payment (e.g. in case of invalid payment). Katanox is not liable for any losses relating to Guest Payments, chargebacks, fraudulent charges, or other actions by You, the Demand Partners or any customers that result in any risk or loss. By using the Service, You hereby release Katanox from any liability arising from Guest Payments
   2. Katanox is not a party to the (legal) relationship between: (i) You and the Demand Partners; (ii) You and the Payment Service Providers; and/or (iii) You and the Guests. Katanox assumes no liability whatsoever relating to the underlying purpose of any Guest Payments, including, but not limited to, the quality and nature of the goods and services You offer for sale
   3. You will indemnify, defend and hold Katanox harmless from and against any and all claims, costs (including without limitation reasonable attorneys’ fees), losses (including without limitation chargebacks and card scheme network fines) and damages arising out of any claim, action, audit, investigation or other proceeding resulting from your breach of any of the provisions of these terms, of the card scheme network rules or of any other additional terms and conditions from Payment Service Providers; and/or resulting from any Guest Payment submitted by You through the Service of Katanox. This liability is not limited by any limitation of liability under these Terms.
   4. Guest Payment orders are collected and communicated through a PCI compliant and secured process from the Katanox Platform to Your Payment Service Provider hosted in Your PMS. The Demand Partner and Katanox will not have access to payment information of the Guest and do not retain a copy of such information.
   5. Katanox B.V. reserves the right to refuse to process or cancel a payment order or Guest Payment if Katanox reasonably believes that: (i) it is fraudulent or involves criminal activity; (ii) it violates this Agreement, the terms of Payment Service Providers and/or card payment network rules; or (ii) the number and/or size of the Guest Payment(s) is significantly greater than expected and this raises a reasonable suspicion of fraud or other criminal activity. Katanox B.V. shall notify You in writing without undue delay, unless such notification is prohibited by applicable laws
   6. Charges
      1. In case You want to collect the credit card payment before the date of check-in You must ensure that the prepayment conditions (including the (special) price restrictions and conditions for or related to such prepayment) are clearly explained to Guests in in the chosen rate plan, the information made available to the Guest before making a reservation and contained in the Accommodation Information.
      2. You are responsible for charging the Guest with the overnight accommodation, no-show charges, or cancellation charges used (including any applicable Taxes for which the Accommodation is liable and which it must transfer to the appropriate tax authorities).
      3. In the case of rooms for cash payment only, Katanox B.V. will not provide credit card details to the Accommodation (each a " Cash-Only Accommodation " or " COA ") to guarantee the booking

8. Fees

   1. Commission payable by the Accommodation Partner to the Demand Partner for sales of hotel inventory through the Katanox Platform (as set out in Article 5) is collected by Katanox B.V. on behalf of the Demand Partner in accordance with Article 9 below. No additional fees are payable by the Accommodation Partner to Katanox B.V. for use of the Service (other than fees for additional training as set out in Article 4 or other additional services as may be offered by Katanox B.V. on its website). The Demand Partner and Katanox B.V. agree on a Transaction Fee for use of the Katanox Service by the Demand Partner, which is subtracted from the Commission paid by the Accommodation Partner to the Demand Partner.

9. Billing

   1. Katanox B.V. sends the Accommodation Partner a weekly or monthly invoice (to be determined at its discretion) with a payment statement including a payment link for the Commission payable by the Accommodation Partner for all Bookings at the Accommodation Partner through the Katanox Platform in the preceding week/month. The invoice must be paid by the Accommodation Partner ultimately within 14 days of the invoice date. Payments not made within 14 days of the invoice date shall be considered “Late Payment”.
   2. Commission for Bookings will be invoiced by Katanox B.V. in the week/month following the (planned/confirmed) check-out date of the Guest for such Booking.
   3. Upon receipt of Commission in accordance with Article 9.1 and 9.2, Katanox B.V. distributes the Commission to the relevant Demand Partners minus the Transaction Fee (i.e. the fee to which Katanox B.V. is entitled based on its agreement with the Demand Partner).
   4. In the event of Late Payment, Katanox B.V. reserves the right i) to charge statutory interest and debt collection costs in accordance with applicable law with a minimum of 50 EUR, ii) to immediately suspend its Service under the Agreement or to require direct debit and/or iii) to request a deposit, bank guarantee or other form of financial security from the Accommodation Partner.
   5. Any statutory right of suspension of payment (“wettelijk recht opschorting van betaling”) or to set-off payment (“wettelijk recht op verrekening”) of the Accommodation Partner in case of a dispute with Katanox B.V. or a Demand Partner is hereby explicitly excluded. If and to the extent such right of suspension or to set-off payment cannot be contractually excluded, any undisputed amount of Commission will be paid in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute.
   6. All Commission payments must be made in freely available funds, without any deduction or set-off, and completely free of and without any deduction because of taxes, (import) duties, charges, expenses or deductions of any kind imposed by a government agency, tax, or other authority. If You are required to make such a deduction, You will pay Katanox B.V. the additional amounts necessary to ensure receipt by Katanox B.V. of the entire (net) amount stated in the invoice and that Katanox B.V. would have received it without the deduction. You are responsible and liable for the payment of any taxes, duties, import duties, charges, costs and deductions on and in addition to the full (net) payment of the Commission that You owe to the Demand Partners.
   7. You will pay the Commission billed in respect of a month in the relevant currency (and, if applicable, at the exchange rate) as indicated in the invoice. Katanox B.V. may, in its sole discretion, issue invoices in a major currency (e.g. EUR / USD) or the relevant local currency of the Accommodation and then convert the relevant final amount into the local currency or major currency based on the exchange rate of the last day of the relevant month for which the invoice was issued (and not on the day of check-out).
   8. You will be solely responsible for withholding and reporting any relevant taxes (as listed in 9.6 above) applying to the Commission under the applicable tax regulations and the transfer of such payment to the competent tax authorities. Upon Katanox B.V.'s first request, You will provide Katanox B.V. with (photo / scanned) copies of the relevant proofs of tax payment/tax exemption. You declare and undertake to be properly registered with all relevant tax authorities (including the relevant authorities with jurisdiction to collect statutory (local) tax) as a hotel or other accommodation provider.

10. Reservation and complaints

    1. Katanox B.V. is not responsible for the accuracy and completeness of (personal) information (including credit card information) and dates provided in Guest Reservations, and Katanox B.V. is not responsible for the payment obligations of the Guests regarding their reservation. The Accommodation Partner must regularly (but in any case, daily) check and verify (the status of) Guest Reservations made through the Katanox Platform.
    2. By making a Guest Reservation through the Katanox Platforms, a direct contract is created exclusively between the Accommodation Partner and the Guest. For avoidance of doubt, Katanox B.V. or the Demand Partner are not a party to such contract.
    3. You are obliged to accept the Guest Reservation and to provide the booked rooms and Extra’s in accordance with the Accommodation Information (including price) included on the Katanox Platform at the time the reservation was made, and the confirmation of the Reservation, unless in case such rooms or Extra’s are unavailable (notwithstanding Your obligations under 2.2. 2.3 and 5.6 to provide accurate, truthful and updated information about availability of rooms and services).
    4. Except for the fees, Extras and charges, as stated in the confirmed Booking, You will not charge any transaction/registration fees or costs to the Guest for the use of a payment method (e.g. credit card fees).
    5. Non-acceptance or cancellation of a Guest Reservation by You in violation of these Terms shall result in a Commission payable to the Demand Partner in accordance with the Guest Reservation as confirmed to You through the Katanox Platform.
    6. Complaints or claims regarding products or services of Your Accommodation offered or provided to Guests will be handled by You without the mediation or intervention of Katanox B.V. or its Demand Partners. Katanox B.V. is not responsible for, and assumes no liability with respect to Guest complaints or claims.
    7. You may not cancel any Guest Reservation, unless in case of exception circumstances beyond your reasonable control (force majeure). In the event of (alleged or suspected) fraudulent activities which may involve the Accommodation Partner (e.g. regarding reservations, credit card fraud, money laundering or payment of the room rate), Katanox B.V. shall have the right to immediately suspend or deny access to the Katanox Platform and take such other measures as it deems necessary in order to stop such activities and/or to mitigate reputational damage to Katanox B.V. and the Demand Partner(s). Katanox B.V. shall notify the Accommodation Partner accordingly.

11. Guest Reviews

    1. The Katanox Platform and/or Demand Partners may connect with available guest review platforms (like Trip Advisor) to display guest reviews of Your Accommodation on the Demand Partner Applications.
    2. Katanox B.V. and Demand Partners have and accept no liability and responsibility for the content and consequences of (the publication or distribution of) comments or reviews on such guest review platform and Katanox will not enter into any discussion or negation with You in relation thereto. In case You believe that such reviews are incorrect, untruthful, fraudulent or otherwise unfair, You should contact such guest review platform directly in accordance with their policies.

12. Declarations and Guarantees

    1. The Accommodation Partner declares and guarantees to Katanox B.V. that for the period of this Agreement:
       1. the Accommodation has all necessary rights and powers to (i) the relevant Accommodation(s) and (i) the Intellectual Property Rights in the Accommodation Information and/or to provide Katanox B.V. and the Demand Partners with a license to publish the Accommodation Information on the Katanox Platform and the Demand Partner Applications in accordance with Article 3.1;
       2. the Accommodation Partner will adhere to and comply with all permits, licenses and other governmental permissions, records and requirements necessary to conduct and continue operations and operations and to make the Accommodation(s) available on the Katanox Platform and the Demand Partner Applications for reservation;
       3. the Accommodation Partner (including both the operator and the owner of the accommodation) and its (their)directors and (direct, indirect and beneficial (beneficiary)) owners (and their directors) in no way be affiliated with, part of, involved in, or associated with, or owned by: (i) terrorists or terrorist organizations; (ii) parties / persons that are subject to an applicable trade embargo, or financial, economic and trade sanctions, and (iii) parties / persons who are guilty of money laundering, tax avoidance, bribery, financial crimes, fraud or corruption
       The Accommodation will immediately notify Katanox B.V. if there is a breach of this Article 12.1
    2. Each Party declares and guarantees to the other Party that for the period of this Agreement:
       1. it has full corporate power to enter into and perform its obligations under this Agreement; and
       2. it will comply with all applicable laws, codes, regulations, ordinances and rules of the government of the country , the state or municipality in which the relevant Party is incorporated, with respect to the products that will be or will be offered and/or services that will be or will be provided by such Party

13. Data Protection

    1. You shall be considered a Data Controller with respect to Guest Data processed on or through the Katanox Platform for the purpose of (the management of) Guest Reservations or Bookings and exchange of Guest Data between the Demand Partner Applications and the Accommodation PMS for the purpose thereof. With respect to such processing of Guest Data, Katanox B.V. shall be considered a Data Processor. Such processing operations shall be governed by the terms of Data Processing Agreement attached hereto as Appendix 2.
    2. With respect to any processing of Guest Data or other processing of Personal Data, the Parties shall act in accordance with applicable data protection laws including European Data Protection Laws and take such steps and implement such measures as are necessary to be compliant with such laws.
    3. You agree and acknowledge that European Data Protection Laws require that appropriate technical and organisational measures are taken to ensure security of personal data and You declare and undertake that with respect to the processing of Guest Data You declare and represent that You (or Your service providers) have implemented such measures (in or through the Accommodation PMS) in accordance with European Data Protection Laws, or, in case Your Accommodation and/or Guest Data are processed outside of the European Economic Area, a level of protection of Guest Data which is at least equal to the leval of protection required under European Data Protection Laws.
    4. You shall not, under any circumstances, use Katanox for the processing of Special Categories of Personal Data or for the processing of passport or ID card numbers of copies of such documents. In case You are required under applicable law to request such information from Guests, You will request such information directly from the Guest (and therefore not through Katanox) in accordance with applicable law.
    5. With respect to Guest Data, the Katanox Platform only acts as a data exchange between the Accommodation Partner and Demand Partners without retaining Guest Data. Katanox B.V. does not have access to payment information of Guests. The Katanox Data Protection Policy as published on the Katanox website shows how we treat Guest Data and other Personal Data.

14. Liability and Idemnification

    1. Katanox B.V. shall only be liable for its own acts or omissions and not for acts or omissions of third parties, including service providers of Katanox B.V.
    2. The total liability of Katanox B.V. towards You for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount of 50,000 EUR (fifty thousand euros)
    3. Neither You or Katanox B.V. excludes or limits its liability under this Agreement for intent, gross negligence, death, fraud or personal injury.
    4. Katanox B.V. shall indemnify and hold You harmless from any claim (including reasonable legal fees) brought against Your company as a result of the Katanox Platform or Services infringing on any third party Intellectual Property Rights, provided i) that You shall immediately inform Katanox B.V. in case of such claim, or threatened claim, and ii) that You shall take such steps as reasonably required and/or requested by Katanox B.V. to defend against, or settle, such claim and to prevent or mitigate (further) damage.
    5. You shall indemnify and hold Katanox B.V. harmless from any claim (including legal fees) brought against Katanox B.V. as a result of Your breach of the terms of this Agreement or applicable laws.
    6. Neither Party shall be liable towards the other Party for any loss of profit, business, contracts, goodwill, reputation or anticipated savings, or for any (other) special, indirect, or consequential damages. For avoidance of doubt: such limitation of liability does not apply to the indemnifications under 14.5 and 14.5.

15. Term, Termination And Suspension

    1. The Agreement enters into effect on the Effective Date for an indefinite term and may be terminated by either Party without cause with a notice period of 30 (thirty) days.
    2. Each Party may terminate (and close the Accommodation(s) on the Katanox Platform) or suspend (all or part of its obligations under) this Agreement with respect to the other Party, effective immediately and without notice of default in case of: (a) a Material Breach by the other Party of any terms of this Agreement which, in case it concerns a curable Breach, remains uncured for 30 days; or (b) (the filing or presentation of a petition for) bankruptcy, insolvency or suspension of payment (or similar act or event) in respect of the other Party, or c) if required by a regulator, Payment Service Provider and/or card payment network.
    3. Upon termination or suspension, the Accommodation Partner shall honour outstanding Guest Reservations and timely pay all Commissions on those Reservations in accordance with the Terms of this Agreement. Termination of this Agreement will not affect any accrued rights, remedies, obligations or liabilities of either Party existing at the date of such termination including any obligations in relation to Guest Payments processed prior to such date of termination. Any right or obligation of this Agreement which, in order to be effective must survive the termination of this Agreement, will survive such termination.
    4. The following events are in any event considered to be a Material Breach under Article 15.2 above:
       1. Late Payment of Commission;
       2. You deliberately publish incorrect or misleading Information about the Accommodation on the Katanox Platform;
       3. You fail to maintain, in more instances, current Information on the Katanox Platform resulting in overbookings;
       4. You fail to accept, in more instances, a Guest Reservation at the price offered by the Accommodation Partner on the Katanox Platform, accept in case of force majeure;
       5. You charge excessive costs to one or more Guest;
       6. You charge a Guest's credit card prior to arrival without the express consent (a Guest gives express consent if they select a non-refundable or prepayable room type);
       7. Katanox B.V. and/or its Demand Partners receive one or more substantiated and serious complaint (s) from one or more Guest(s) of Your Accommodation;
       8. inappropriate, abusive or unprofessional behaviour of Your staff towards Guests or Katanox B.V. or Demand Partners’ staff;
       9. violation of applicable data protection laws or the Data Processing Agreement attached as Appendix 2;
       10. (alleged) security, privacy, or health issues related to the Accommodation or its facilities, unless if You are able to refute such allegations by providing Katanox B.V., at Your own costs, with the appropriate permits, licenses, or certificates or with statements issued by an independent expert, demonstrating compliance with applicable (privacy, health and safety) laws and legislation; or
       11. breach of Articles 1.5 or 1.6 of the Terms;
       12. breach of card payment network rules.
    5. After termination and unless otherwise agreed, this Agreement will terminate absolutely and completely with respect to the terminating Party and cease to be effective without prejudice to the other Party's rights and remedies in respect of any indemnification or infringement by the other (terminating) Party to this Agreement. (and other such articles that remain in effect after termination due to their nature) will all remain in effect after termination
    6. Katanox B.V. may (temporary or partially) suspend or revoke access of Accommodation Partners to the Katanox Platform at any time in case of violation of the agreed terms or in case, to be determined in the sole but reasonable discretion of Katanox B.V., Accommodation Partner otherwise act in breach of the lawful interests of Katanox B.V., Guests, Payment Service Providers or other Accommodation Partners or Demand Partners, or for technical reasons (e.g. in case of system overload). Any liability of Katanox B.V. in relation thereto is explicitly excluded.

16. Confidentiality

    1. Parties understand and agree that each Party in the performance of this Agreement may, directly or indirectly, access or be exposed to confidential information of the other Party (the " Confidential information"). Confidential Information includes Guest Data, transaction volume, marketing and business plans, business, financial, technical, operational and other such non-public information that the disclosing party labels as private or confidential or that a receiving party should reasonably know to be private or confidential are being treated.
    2. Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other Party, agreeing, in particular: a) to share Confidential Information solely with personnel and representatives of the parties which have a need to have access to such information in order to exercise rights and obligations under the Merchant Agreement; and b) to refrain from making any Confidential Information available to any third party without the prior written consent of the other Party except for Katanox B.V. where necessary to perform the Services.
    3. The obligation to maintain confidentiality does not apply to information:
       • available to the general public;
       • disclosed to one of the parties by a third party without any obligation of confidentiality;
       • already in the possession of or known to one of the parties at the time of disclosure;
       • developed independently of the Confidential Information by the other party; or
       • if and to the extent to one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.
    4. The obligation of confidentiality as described in this clause shall remain in effect also following the termination of the Agreement, regardless of the grounds for termination.

17. Miscellaneous

    1. At the first request of Katanox B.V., You shall fully cooperate and provide Katanox B.V. with all reasonably requested information with regard to the identification of the (ultimate) owner, manager and / or controller of Your company or group.
    2. You shall not be entitled to assign, transfer, encumber its rights and/or obligations under this Agreement without the prior written consent of Katanox B.V.
    3. All notices of a Party to the other Party in relation to this Agreement shall be in English, and sent by e-mail or nationally recognized overnight air courier to the applicable address listed in the Agreement or via the inbox (Messages / Actions) as available in the Katanox Platform.
    4. This Agreement (including its Appendixes) constitutes the entire agreement of the Parties with regard to its subject matter and supersedes and replaces all previous agreements, arrangements, ((non) binding) offers, commitments or statements regarding the subject matter hereof.
    5. If any provision of this Agreement is or becomes invalid or non-binding, the Parties will remain bound by all other provisions of this Agreement. In that case, the Parties will replace the invalid or non-binding provision by provisions that are valid and binding and that, having regard to the content and purpose of this Agreement, have the same effect as much as possible as the invalid or non-binding provision.
    6. The Agreement is exclusively governed by and interpreted in accordance with Dutch law. Disputes arising out of or arising in connection with this Agreement will be settled and resolved exclusively at the competent court in Amsterdam, Netherlands.
    7. The original English version of these Terms may be translated into other languages. The translated version of the English Terms is an office translation for service reasons and the Accommodation cannot derive any rights from the translated version. In the event of any dispute regarding the content or interpretation of these terms of this Agreement or in the event of any conflict, ambiguity, inconsistency or discrepancy between the English language version and any other language version of these Terms, the English language version will prevail, and be binding and decisive. The original English version of the Terms are available, and may be downloaded at the following website: http://app.katanox.com/
    8. With regard to the Agreement, each of the Parties (including its employees, directors, officers, agents or other representatives):
       1. Will comply with the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the UK Criminal Finances Act 2017 and any other applicable laws regarding bribery, tax avoidance / facilitation of tax avoidance, corruption and financial crimes in the countries in which it is located (" bribery / tax avoidance and tax avoidance requirements "), and
       2. establish and maintain its own policies and procedures to ensure compliance with applicable bribery / tax avoidance and tax avoidance requirements.
    9. The Agreement will become effective only upon Katanox B.V.'s written confirmation of the Accommodation Partner’s acceptance and consent. By registering and subscribing to Katanox as an Accommodation Partner, the Accommodation Partner agrees, acknowledges and accepts the terms of this Agreement.
    10. As a result of applicable law to combat money laundering, corruption, terrorist financing and tax evasion or other financial crime law, Katanox B.V. is limited in making the Service available and accepting payments or making payments, processing or facilitating payments to a bank account (the " Bank account ") which is not related to the jurisdiction where You are located and (but in any case) to the extent that any of the following warranties are not true. You represent and warrants that (notwithstanding the jurisdiction of the Bank Account):
        1. You have and observe all permits, licenses and other government licenses, permits and permissions necessary to conduct, operate and continue Your business and business activities (including the holding and use of the Bank Account) );
        2. You are the holder of the Bank Account;
        3. the payment and transfer to / from the Bank Account is in accordance with all applicable laws, laws, codes, regulations, ordinances and rules and does not violate any applicable criminal law and regulations or treaty to combat money laundering, corruption, terrorism, tax evasion or a tax or financial crime, and (iv) the Bank Account is not used (directly or indirectly) for money laundering, terrorist financing, tax evasion, tax evasion, financial crimes or other illegal activities.
        You hereby agree to fully reimburse Katanox B.V. and indemnify it for all damages, losses, claims, penalties, costs and expenses paid or incurred by Katanox B.V. (or one of its affiliated group companies or its, or their, directors, officers, employes or agents) because of a (threatened or alleged) claim or sanction from a government, authority, organization, company, party, or person that makes payment to, or through, the Bank Account or if the Bank Account is illegal or in violation of applicable laws, regulations, codes or laws (regarding the fight against corruption / money laundering / tax evasion / terrorist financing).
    11. Katanox B.V. may update and amend the Terms (including the Appendixes) from time to time, subject to prior notice (by email or notification via the Katanox Platform) to the Accommodation Partner of at least 30 (thirty) days. In case the Accommodation Partner does not agree to the updated or amended Terms at may terminate the Agreement without being entitled to any further remedies. An updated or modified version of the Terms supersedes and replaces the existing (current) version as of the date stated in the update / replacement notice.

APPENDIX 1 - Definitions

• In addition to the terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement unless the context requires otherwise:
• “Accommodation” means a property or group of properties under one brand for accommodation of Guests and related hospitality services;
• “Accommodation Information” or “Information about the Accommodation” means the information about the Accommodation(s) and the rooms available for reservation as listed in Article 2.1 of the Terms;
• “Accommodation Partner” means You, a natural or legal person that offers Accommodation services and related hospitality services to Guests;
• “Agreement” means this Accommodation Agreement along with the Terms, which are an integral part of the Agreement;
• “Booking” shall mean a confirmed booking of Guest with the Accommodation Partner made on/through the Katanox Platform;
• “Cancellation and No-Show Terms” shall refer to the applicable cancellation and no-show terms of the Accommodation applying to Guests and explaining whether, and under which conditions, whole or part of the agreed Booking amount is payable in case of cancellation or no-show;
• “Commercial Contact” means the contact person of Accommodation Partner that may be contacted by Katanox B.V. for any communication in relation to the Agreement as detailed in the Agreement and/or in the Accommodation Partner information in the Katanox Platform as updated by Accommodation Partner;
• “Commission” means the commission payable by you to the Demand Partner as agreed in the Deal Flow of the Katanox Platform and calculated as set out in Article 5 of the Terms; "Customer Support" means the Katanox Technical Support Desk, which can be reached at support@katanox.com or any other address set out on the Katanox website;
• “Data Controller” means a natural or legal person who alone or jointly with others determines the purposes and means of the processing of Personal Data;
• “Data Processor” means a natural or legal person (other than an employee of the Data Controller) who processes Personal Data on behalf of the Data Controller;
• “Data Processing Agreement” means the data processing agreement between you and Katanox B.V. attached hereto as Appendix 2;
• “Demand Partner” means an [authorised] business partner of Katanox using the Katanox Platform for making hotel inventory of Accommodation Partners available for reservation on the Demand Partner Applications;
• "Demand Partner Application" means the website(s), mobile app, or business application of a Demand Partners on or through which the Katanox Service is (made) available;
• “European Data Protection Law” means the GDPR, Directive 2002/58/EC (as amended by Directive 2009/139) concerning the processing of personal data and the protection of privacy in the electronic communications sector (the “e-Privacy Directive”) and any national laws or regulations implementing this Directive, as well as any national laws and regulations applicable in the Member States of the European Union;
• “Effective Data” means the date that the Agreement enters into effect, which is the date that You create an account as Accommodation Partner on the Katanox website and accept the Terms; “GDPR” means the General Data Protection Regulation (EU) 2016/679;
• "Guest" means a visitor of the Demand Partner Application or a customer or guest of the Accommodation;
• “Guest Data” means Personal Data of Guests;
• “Guest Payment” means a payment transaction that represents the total amount payable by a Guest (including Tax) for one booking with the Accommodation Partner via the Demand Partner Application and the Katanox Platform.
• "Intellectual Property Rights" refers to patents, copyrights, moral rights, inventions, database rights, (registered or unregistered) design rights, registered design, trademarks, trade names, company names, brands, logos, protected trade-secrets, utility models or, where relevant, applications for such rights, domain names (with any extension, e.g. .com, .nl, .fr, .eu, etc.) or any other similar right or obligation, whether registered or not, or other industrial or intellectual property right in any area or jurisdiction in the world;
• “Katanox B.V.”, also referred to as “we” or “us”, means Katanox B.V., a company with limited liability having its office at Overhoeksplein 1, 1031 KS in Amsterdam, the Netherlands, and registered in the Netherlands Commercial Register with number 75629763.
• "Katanox Platform" means the exchange platform (including its API, apps, tools and other resources) owned by Katanox B.V. which the Accommodation may access (after identifying with its username and password) for uploading, changing, verifying and updating the Information about the Accommodation(s) and making the Accommodation(s) available for reservation on the Demand Partner Applications;
• “Personal Data" means any information about an identified or identifiable natural person (including Guest and credit card information).
• “Party” or “Parties” means, respectively, either of Katanox B.V. and Accommodation Partner and Katanox B.V. and Accommodation Partner jointly;
• “Payment Service Provider” means any (financial) institutions that offer payment instruments,, including credit cards and alternative payment methods, that are selected by Accommodation Partner and with whom Accommodation Partner has entered into or shall enter into a direct agreement (through the Katanox Platform or otherwise), in order to collect and settle the transactions processed through the Katanox Platform.
• “Katanox Service” or “Service” means the online hotel booking exchange system of Katanox B.V., which allows Accommodation Partners to make their inventory available for reservation from its Property Management System to the Demand Partner Applications, and allows Guests to make reservations at such properties;
• “PMS” means the Property Management System of the Accommodation Partner;
• “Processing” means processing of Personal Data in accordance with the meaning given to this term in the GDPR;
• "System" means the Katanox API that Accommodations can access to use the Services, functionalities and registration of the Accommodation on the Katanox Platform (including prices, reservation conditions, etc.);
• “Taxes” shall have the meaning set out in Article 52.
• “Terms” means these Accommodation Partner General Terms and Conditions, forming an integral part of the Agreement;
• “You” shall refer to you, the Accommodation Partner;
• “Your Site” means the office location of the Accommodation Partner.