Ankündigung des Markenwechsels von Seekda zu Kognitiv! - Klicken Sie hier für mehr Information.

Wie Sie bereits wissen, führen wir seit einiger Zeit den Zusatz „A Kognitiv Company“ im Seekda Logo. Dies ist ein Hinweis auf unsere Zugehörigkeit zur Kognitiv Unternehmensgruppe. Unser Ziel ist es, unser touristisches Vertriebsnetzwerk weiter auszubauen und unseren Kunden innovative Dienstleistungen anzubieten, damit sie dem technologischen Fortschritt unserer Zeit weiterhin einen Schritt voraus sein können. Für Seekda ist das eine Fortschreibung ihrer Gründungsidee aus dem Jahre 2007.

Nun ist der Zeitpunkt gekommen, wo wir unsere lokale Marke Seekda zur globalen Kognitiv Marke ändern werden, um Ihnen ein größeres Netzwerk an neuen Kunden und Lieferanten von Reisebüros zur Verfügung zu stellen, die weltweit angesiedelt und über unser Kognitiv-Netzwerk verbunden sind. Wenn Sie einen bestehenden Vertrag mit Seekda haben, ändert sich nichts an Ihrem Vertrag oder den angebotenen Produkten oder Dienstleistungen - die Produkte und Dienstleistungen werden einfach unter der Marke Kognitiv fortgeführt.

Weiter zu kognitiv.com Auf seekda.com bleiben
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EMEA
Seekda GmbH
Neubaugasse 10/15
1070 Vienna
Austria
+43 1 2365084 0
Americas
345 Adelaide Street West
Level 3
Toronto, Ontario
M5V 1R5
92 King Street South
Unit 201
Waterloo, Ontario
N2J 1P5

Mailing Address:
PO Box 40022 Waterloo Square
Waterloo, ON
N2J 4V1

Seekda GmbH

general terms and conditions

KOGNITIV MASTER AGREEMENT

BETWEEN:

(1)            Kognitiv Global Corporation., a company registered in Ontario with Company Registration No. 2390801 whose registered office is at 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 (“Kognitiv”);

 -and-

(2)            [Insert Company Name], a company registered in [insert country], with Company Registration No. [insert Company No] whose registered office is at [Insert Registered Address] (the “Supplier”);

                 together the “Parties” and each a “Party”.

 

BACKGROUND:

(A)           The Supplier carries on business as an owner and/or supplier of accommodation and various other travel services.

(B)           Kognitiv is in the business of making available such accommodation and other services for sale to other audiences connected through Kognitiv, including consumer brands, travel service providers and other suppliers, as well as to public audiences, acting in a variety of different capacities in the onward sale of such services.

(C)           Kognitiv wishes to obtain and the Supplier wishes to provide such services on the terms set out in this agreement, and as further defined in the Order (as defined below).

(D)           Kognitiv further wishes to provide the Supplier with access to its products and such other services as are detailed in this Agreement, and as further detailed in the Order, in order to assist the Supplier in marketing and sales of the Supplier Services that it provides.

 

IT IS HEREBY AGREED AS FOLLOWS:

1              INTERPRETATION

1.1           In this Agreement the following definitions shall have the meaning set against them except where the context otherwise requires:

Accommodation(s) means those hotels that use the Technology provided to Supplier under this Agreement.

Agreement means this agreement including all schedules, appendices, amendments and additions;

Business Day a day other than a Saturday, Sunday or public holiday in Canada when banks in Ontario are open for business;

Customer(s) means the natural or legal person(s) to whom Kognitiv markets and/or sells and/or otherwise makes available the Supplier Services;

Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of a Party for the time being confidential to that Party and trade secrets including, without limitation, technical data and know-how relating to the business of a Party or any of its business contacts, including in particular (by way of illustration only and without limitation) price lists, lists of customers and suppliers, strategic business development plans, contractual rates and terms;

Data Controller has the meaning set out in section 1(1) of the Data Protection Act 1998 (UK) and, in relation to personal data processed after 25 May 2018, Article 4(7) of the GDPR (as defined below);

Data Processor has the meaning set out in section 1(1) of the Data Protection Act 1998 (UK) and, in relation to personal data processed after 25 May 2018, Article 4(8) of the GDPR;

Data Subject is an individual who is the subject of Personal Data;

GDPR means the General Data Protection Regulation 2016/679 of the European Union.

Intellectual Property Rights means copyright, database rights, design rights, brands, registered designs, trademarks, service marks, trade secrets and all rights and forms of protection of a similar nature or having an equivalent effect to any of them which may subsist anywhere in the world together with all goodwill attaching or relating thereto, whether or not any of them are registered and including applications for registration of any items;

Kognitiv Brand means Kognitiv and each of its affiliated companies from time to time, including, each of Kognitiv Corporation, Kognitiv (US) Corporation, Contemporary Travel Solutions Ltd., Digital Trip Limited, Seekda GmbH, 8742995 Canada Inc, dba Travel Nation Canada, and Kognitiv Hong Kong Limited and each of their owned and operated websites;

Licensed Software means the Kognitiv software application(s) and any third party or other software and all new versions, updates, revisions, improvements and modifications thereof that Kognitiv provides remote access to and use as part of the Technology;

Marks means all domain names, drawings, symbols, emblems, logos, designations or names which include or are confusingly similar to or a colourable imitation of any trade mark, logo, domain name or brand name;

Order means the Order(s) appended to this Agreement from time to time describing the services ordered by Customer;

Package means inclusive package holiday arrangements organised by Kognitiv in accordance with any national legislation implementing the EC Directive on Package Travel, Package Holidays and Package Tours (Council Directive 90/314/EEC) or Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements, or any equivalent legislation in any other legal jurisdiction;

Personal Data has the meaning set out in section 1(1) of the Data Protection Act 1998 (UK) and, in relation to personal data processed after 25 May 2018, Article 4(1) of the GDPR, and relates only to personal data, or any part of such personal data, processed under this Agreement;

Supplier Services means the hotel(s), accommodation, arrangements, amenities, services and/or facilities provided or managed by the Supplier from time to time. For certainty, Supplier shall be responsible for any liabilities or other obligations of the Supplier Services; and

Technology means the Licensed Software, website(s), apps, tools, platforms and/or other devices or services of Kognitiv (including its affiliated companies and business partners) on or through which service(s) are made available, including any third-party services made available to Supplier or Accommodation by Kognitiv, as indicated in the Order(s).

1.2           Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3           A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4           The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this Agreement includes the Schedules.

1.5           A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6           Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7           Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8           This Agreement shall be binding on, and enure to the benefit of, the Parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party’s personal representatives, successors and permitted assigns.

1.9           References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.10         Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

2              EFFECTIVE DATE AND TERM

2.1           This Agreement will commence on the Commencement Date specified in the Order and will remain in force for two years from the Commencement Date (the “Initial Term”). It will auto renew on the anniversary date of the Commencement Date for additional one-year terms (the “Subsequent Term(s)”), unless terminated in accordance with Clause 6.

 

3              MUTUAL DUTIES

3.1           Each Party warrants to the other Party that:

3.1.1        it shall not at any time do, authorise or permit any act or omission which in any way shall alter, harm, misuse or bring into disrepute, impair or adversely affect the Intellectual Property Rights of the other Party;

3.1.2        it shall not adopt or use, otherwise than in accordance with the provisions of this Agreement or as mutually agreed by the Parties, any Marks used by the other Party;

3.1.3        it shall not perform its obligations under this Agreement in any manner which is inconsistent with this Agreement and which in the reasonable opinion of the other Party is prejudicial to the reputation of that other Party;

3.1.4        it has the full right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement;

3.1.5        it has taken all corporate action required by it to authorize the execution and performance of this Agreement;

3.1.6        this Agreement constitutes legal valid and binding obligations in accordance with its terms; and

3.1.7        it shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipality under which law it is incorporated and operated with respect to the products to be offered and services to be rendered by it.

 

4              INDEMNITY

4.1           Without prejudice to any other provision in this Agreement, the Supplier on behalf of itself, its employees, its suppliers, agents and sub-contractors hereby accepts liability and agrees to fully indemnify Kognitiv (including its directors, officers, employees, agents, affiliated companies and subcontractors) for the full amount of all damages, expenses, losses, compensation, demands, actions, liabilities, fines, costs (including legal costs) and/or any other sum of whatever nature which Kognitiv incurs or pays to any Customers, employees, agents and/or representatives and/or any third party (including own legal costs) or authority (whether pursuant to any court order or by way of any settlement which Kognitiv, acting reasonably in all the circumstances including the costs, risks and time involved in fighting any claim, agrees to pay or otherwise), as a result directly or indirectly in whole or part of:

4.1.1        any Customer claims or complaints received by Kognitiv relating to the Supplier Services; and/or

4.1.2        any breach of any nature whatsoever by the Supplier of its obligations expressed or implied under this Agreement and/or any other agreement between the Parties by the Supplier; and/or

4.1.3        the death, injury or illness (including fatality) of any person for whom Kognitiv may be found responsible or for which Kognitiv may have any liability and which is caused by or arises out of any wrongful or negligent act or omission of, or any breach of this Agreement by, the Supplier, its employees, agents, suppliers and sub-contractors; and/or

4.1.4        any act(s) and/or default(s) of the Supplier and/or any person(s) provided or used (directly or indirectly) by the Supplier (including employees, agents, suppliers and sub-contractors of the Supplier).

4.2           The Supplier shall not be liable under this Clause 4 in respect of anything arising directly as a result of the sole fault of Kognitiv.

4.3           This indemnity shall survive and remain in full force and effect after the termination (for whatever reason) or expiry of this Agreement.

 

5              FEES AND PAYMENT

5.1           The Supplier or Kognitiv, as applicable, shall pay the fees and charges for the Supplier Services and/or the Technology in accordance with the terms of this Agreement and as set forth in the Order in the relevant currency as specified in the Order, as applicable. See Schedule C for further details on fees and payments.

 

6              TERMINATION

6.1           This Agreement may be terminated in the following circumstances:

6.1.1        as of the end of the Initial Term or Subsequent Term, as the case may be, by either Party providing written notice to the other Party at least six months prior to the end of the then current term; and

6.1.2        by either Party forthwith on giving written notice to the other Party in the event of any Party failing to perform any of its obligations under this Agreement within fourteen (14) days after the other Party has written to it complaining of the particular breach and requiring its rectification within that fourteen (14) day period.

6.2            Either Party shall be entitled to terminate this Agreement forthwith by written notice to the other Party if:

6.2.1        the other Party becomes or is adjudicated insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors or applies for relief under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) or any similar statute or law or if proceedings of any type are initiated in any jurisdiction in respect of the alleged insolvency or bankruptcy of the other Party and are not being diligently defended.

6.3           Kognitiv, in its sole discretion, may immediately suspend the Supplier’s access to the Technology if the Supplier materially breaches this Agreement until such time as the breach is cured. Kognitiv shall not be liable to the Supplier or any Customer or third party as a result of such suspension.

6.4            Subject to Clause 6.5, upon termination of this Agreement for any reason, Kognitiv will cease providing and terminate access to, and the Supplier shall cease accessing, all Technology. All of the Supplier’s rights in, to and under this Agreement, including rights to receive use of the Technology, end upon termination of this Agreement for any reason.

6.5            Upon termination of this Agreement, other than termination as a result of Clause 6.2, Kognitiv and the Supplier will continue to provide Supplier Services on the same terms as set forth in this Agreement until all of Kognitiv and the Supplier’s respective obligations to Customers are satisfied.  The Supplier shall honour any reservations of Supplier Services made via the Technology prior to the termination of this Agreement.

6.6            The parties acknowledge that the termination provisions herein are subject to the termination provisions as stipulated in the Order. In the event of inconsistency between the termination provisions herein and those in the Order, the termination provisions in the Order shall prevail.

 

7              CONFIDENTIAL INFORMATION

7.1           The 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.

7.2           Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing Party and the receiving Party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the “Permitted Persons”) to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all (hard and soft) copies of) Confidential Information upon written request of the other Party.

7.3           Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving Party, (ii) was possessed by the receiving Party prior to the date of this Agreement,(iii) is disclosed to the receiving Party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including the any technical, operational, performance and financial data) in confidence to an affiliated (group) company.

 

8              INSURANCE

8.1           The Supplier shall at all times maintain (at its own cost) a comprehensive insurance policy or policies to cover:

8.1.1        all risks relating to and/or arising out of the performance of this Agreement and/or the Supplier Services normally covered by insurance including (by way of example and not by way of limitation) destruction or damage of any property relating to the Supplier Services by any cause and all third party risks including cover for death, personal injury and illness (including all legal costs of both the Customers concerned and Kognitiv) of Customers and the Kognitiv’ employees, agents and representatives arising, directly or indirectly, from any act(s) and/or default(s) of the Supplier and/or any person(s) provided or used (directly or indirectly) by the Supplier (including employees, agents, suppliers and sub-contractors of the Supplier) and/or any use of the Supplier Services in a sum which would be appropriate if any and all proceedings in relation to any such claim were brought within the United Kingdom; and

8.1.2        the full amount of all sums which may become payable under Clause 4.

8.2           The Supplier shall on demand provide a copy of all insurance policies and schedules to the same to Kognitiv or Kognitiv’ representatives together with a copy of the receipt for the payment of the current premium. Kognitiv will not check the policy documentation for suitability and it remains the responsibility of the Supplier to ensure that they are adequately insured at all times. The Supplier shall forward any renewal documents to Kognitiv within 5 working days of renewal.

 

9              FORCE MAJEURE

9.1           Neither Party shall be liable for failure to perform its obligations under this Agreement if such failure results from acts, events, omissions or happenings beyond its reasonable control including, without limitation, any Act of God, natural disaster, fire, insurrection, war or other hostilities, riots, civil commotion, embargoes, the requirements or regulations of any civil or military authority, explosion, accident, industrial dispute (other than that between the affected Party and its employees), transportation or communication problems or any incident which is similar in nature or effect to any of the foregoing (a “Force Majeure Event”).

9.2           Each of the Parties hereto agree to give notice forthwith to the other upon becoming aware of a Force Majeure Event, such notice shall contain details of the circumstances giving rise to the Force Majeure Event and shall take all reasonable steps to mitigate the effect of the Force Majeure Event.

9.3           If by virtue of Clause 9.1, the affected Party shall be excused the performance of any obligation under this Agreement for a continuous period of ninety (90) days, then the other Party may at any time thereafter, and provided that such performance or punctual performance is still excused, terminate this Agreement immediately by written notice to the affected Party.

 

10             NOTICES

10.1         Any notice to be given under this Agreement shall either be delivered personally, shall be sent by first class recorded delivery post (airmail if overseas), or sent by e-mail. Notice sent by e-mail shall require a delivery receipt confirmation.

10.2         The address for service of each of the Parties shall be, in relation to postal notice, its address stated in the Order or any other address for service previously notified to the other Party or, in relation to the delivery of notice by e-mail to the following address(es):

10.2.1      In respect of notice being delivered by the Supplier to Kognitiv, to the email address which has been included in the Order and a copy in all cases to legal@kognitiv.com; and

10.2.2      In respect of notice being delivered by Kognitiv to the Supplier, to the email address which has been included in the Order.

10.3         A notice shall be deemed to have been served as follows:

10.3.1      if personally delivered, at the time of delivery;

10.3.2      if posted, at the expiration of 48 hours or (in the case of airmail 7 days) after the envelope containing the same was delivered post paid into the custody of the postal authorities; and

10.3.3      If sent via e-mail, at 09:00 on the next Business Day after transmission, provided that an error message is not received stating that the e-mail could not be delivered.

 

11              RIGHTS OF THIRD PARTIES

11.1         A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

 

12              DATA PROTECTION

12.1         Both Parties agree to safeguard the privacy of Customer Personal Data and to protect it from unauthorized use or release.  Each Party shall comply with all applicable data and privacy laws, rules and regulations governing the use of Personal Data, including (i) all applicable U.S., Canadian, and European Union laws and regulations regarding the confidentiality, use and disclosure of Personal Data, including the Data Protection Directive 95/46/EC, and as of May 25, 2018, the GDPR (ii) the requirements of the CAN-SPAM Act, (iii) and all applicable laws that require the notification of individuals in the event of unauthorized release of cardholder data. Each Party, as applicable, is required to comply, and to have its service providers comply on an ongoing basis, with the requirements, compliance criteria and validation processes as set forth in the Payment Card Industry (“PCI”) Data Security Standard as promulgated from time to time by the major credit card companies and all other applicable Data Protection legislation which is in force or may come into force from time to time (collectively, the “Data Protection Legislation”) in relation to the collection and processing of Personal Data. Supplier acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement and Kognitiv acknowledges that it is responsible for the security of cardholder data it processes within the context of this Agreement, as applicable.

12.2         Both Parties acknowledge that for the purposes of the GDPR, Kognitiv may act as a Data Controller and the Supplier may act as a Data Controller under this Agreement.

12.3         Both Parties shall comply with all obligations in its role as Data Controller and accept any associated liabilities under the GDPR from 25 May 2018, including but not limited to compliance with the remainder of this Clause 12.

12.4         Both Parties shall:

12.4.1      process the Personal Data only to the extent, and in such a manner, as is necessary for the performance of its obligations under this Agreement. Both Parties shall keep a record of any processing of personal data it carries out;

12.4.2      implement the opportune mechanisms to obtain the requisite consent to obtain Personal Data, as necessary;

12.4.3      ensure that the privacy notices under which the Personal Data is collected are clear and provide sufficient information to the Data Subjects for them to understand what of their personal data is being shared and with whom, and the circumstances in which it will be shared, and the purposes for the data sharing; and

12.4.4      notify the other Party as soon as reasonably possible in the event of unauthorized release or breach of Personal Data, once the Party has determined that a breach has occurred. In the event of a breach of a Party’s data security obligations herein or other event requiring notification of relevant individuals (including governmental or regulatory) under applicable law, such Party agrees to assume responsibility for immediately informing all such individuals.

12.5         If the Supplier receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to either Party’s compliance with the Data Protection Legislation and the data protection principles set out in this Agreement, whether received from a Data Subject, regulator or other third party, it shall immediately notify Kognitiv and it shall provide Kognitiv with full co-operation and assistance in relation to any such complaint, notice or communication. The Supplier shall also provide Kognitiv with all reasonable and timely assistance (including by appropriate technical and organizational measures) to enable it to respond to any request from a Data Subject to exercise any of its rights under Data Protection Laws (including its rights of access, correction, objection, erasure and data portability, as applicable).

12.6         The Supplier shall:

12.6.1      promptly comply with all reasonable requests from Kognitiv requiring the Supplier to amend, transfer or delete the Personal Data; and

12.6.2      promptly inform Kognitiv if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Supplier will restore such Personal Data at its own expense.

12.6.3      ensure that access to the Personal Data is limited to:

(a)            those employees who need access to the Personal Data to meet the Supplier’s obligations under this Agreement; and

(b)            in the case of any access by any employee, such part or parts of the Personal Data as is strictly necessary for performance of that employee’s duties;

12.6.4      ensure that all of its employees involved with the Supplier Services or the Technology:

(a)            are informed of the confidential nature of the Personal Data;

(b)            have undertaken training in the laws relating to handling personal data; and

(c)            are aware both of the Supplier’s duties and their personal duties and obligations under such laws and this Agreement.

12.7         Kognitiv may aggregate anonymized data and information collected through the Technology, and Supplier hereby grants Kognitiv the perpetual and irrevocable right to use, collect and aggregate such anonymized data and information, for the purpose of performing analyses, providing benchmarking performance data and insights, preparing industry studies, and preparing and distributing products and services with anonymized aggregate data and information, provided that at all times Kognitiv complies with its obligations under the Data Protection Laws.

12.8         The parties agree that should the GDPR require the execution of a supplementary data processing agreement to further govern the data processing relationship between the parties, they will formalize such agreement in a timely manner.

12.9         The Supplier agrees to indemnify and keep indemnified and defend at its own expense Kognitiv against all costs, claims, damages or expenses incurred by Kognitiv or for which Kognitiv may become liable due to any failure by the Supplier or its employees or agents to comply with any of its obligations under this Clause 12.

 

13              LIMITATION OF LIABILITY

 13.1         Except as otherwise expressly provided in this Agreement, neither party makes any representations or warranties, 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.

13.2         Kognitiv disclaims and excludes any and all liability in respect of SUPPLIER which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the TECHNOLOGY.

13.3         the maximum liability of Kognitiv in aggregate for all claims made against KognitiV under or in connection with this Agreement in a year shall not exceed the aggregate NET fees (OR MARGIN, AS APPLICABLE) received by Kognitiv in the preceding year or C$100,000  (whichever is higher), unless in the event of fraud, willful misconduct or gross negligence on the part of Kognitiv (i.e. the Indemnifying party), in which event the limitation of liability is not applicable.

13.4         In no event shall any party be liable to any other party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, whether such damages are alleged as a result of a breach of contract, tort or otherwise (even if advised of the possibility of such damages or losses). All such damages and losses are hereby expressly waived and disclaimed.

 

14              ANTI-BRIBERY & ANTI-SLAVERY LAWS

14.1         The Supplier agrees, in respect of the provision of the Supplier Services, that the Supplier shall comply (and shall procure that its employees, agents, subcontractors and suppliers comply) with all applicable laws, rules and regulations and codes of practice, including but not limited to the Modern Slavery Act 2015 (UK) and the Bribery Act 2010 (UK).

14.2         The Supplier shall not (directly or indirectly) pay, offer, give or promise to pay or authorise the payment of, any portion of the compensation or reimbursements received hereunder or any other monies or other things of value to an officer or employee of a government or any department, agency, or instrumentality or public international organisation; any political party or official thereof; any candidate for political office; any sub-contractor or supplier, or any other person at the suggestion, request or direction or for the benefit of any of the above-described persons and entities for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or engage in acts or transactions otherwise in violation of any applicable anti-bribery legislation including but not limited to the Bribery Act 2010 (UK) and similar multilateral anti-bribery agreements.

14.3         The Supplier shall indemnify Kognitiv on demand from and against all losses, claims, liability, costs, damages, fines or expenses (including all legal costs) incurred or suffered by Kognitiv as a result of a breach of this Clause 14 by the Supplier (including its employees, agents, subcontractors or suppliers).

 

15              GENERAL

15.1         This Agreement and the relevant Order(s) shall constitute the entire agreement between Kognitiv and the Supplier and any other terms, conditions, performance criteria, guarantees or prior representations whatsoever (whether written or oral) shall be of no effect unless expressly incorporated herein. Each Party acknowledges that it has not entered into this Agreement in reliance on any statement or representation of the other Party except to the extent that such statement or representation has been incorporated in this Agreement. Nothing in this Agreement shall limit or exclude either Party’s liability for fraud or fraudulent misrepresentation.

15.2         Kognitiv reserves the right at any time to transfer, assign, delegate or sub-contract any of its rights and/or obligations under this Agreement to any subsidiary, other associated company, affiliate or successor in interest of Kognitiv or to any third party.

15.3         Kognitiv may use the Supplier’s name(s), brand name(s), images, logos or likeness only for the purpose of identifying Supplier as Kognitiv’s customer in Kognitiv’s public relations, print and online marketing and sales or promotion materials.

15.4         This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Ontario.

15.5         Each Party irrevocably agrees that the courts of Ontario shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

15.6         No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.7         This Agreement shall not operate so as to create a partnership or joint venture of any kind between the Parties.

Signature Page Follows

Signed by Kognitiv or an authorised representative of Kognitiv who warrants that he/she has the power and authority to enter into this Agreement

 

Full name: …………………………………………….

 

Position: …………………………………………….

 

Signature: …………………………………………….

 

Date:         …………………………………………….

 

Signed by the Supplier or an authorised representative of the Supplier who warrants that he/she has the power and authority to enter into this Agreement

 

Full name: …………………………………………….

 

Position:  …………………………………………….

 

Signature: …………………………………………….

 

Date:          …………………………………………….

 

SCHEDULE A

THE SUPPLIER SERVICES

 1              SCOPE OF THE AGREEMENT

 1.1           This Agreement will govern any reservation or booking made by Kognitiv with the Supplier for the Supplier Services.

 

2              AUTHORISATION FOR ONWARD SALE OF THE SUPPLIER SERVICES

2.1           In accordance with this Agreement, the Supplier agrees that Kognitiv is permitted to sell the Supplier Services in any of the following capacities in any jurisdiction worldwide:

2.1.1        an agent or sub-agent of the Supplier; or

2.1.2        in its own name, acting as a principal in the onward sale of the Supplier Services, whether as part of a Package or otherwise; or

2.1.3        on a Business to Business or Business to Consumer basis

and that the terms of this Agreement shall apply equally to all such types of sale.

2.2           For the purposes of Clause 2.1.1 the Supplier appoints Kognitiv to act as its selling agent or sub-agent for such purposes and Kognitiv agrees to act as such. The Supplier also permits Kognitiv to appoint sub agents in relation to the sale and promotion of the Supplier Services.

 

3              CHANGES TO THE SUPPLIER SERVICES BY THE SUPPLIER

3.1           The Supplier will immediately notify Kognitiv in writing of any alteration, suspension, deficiency, failure or other change of any nature whatsoever including any building, maintenance work or other activity-taking place which may adversely affect the enjoyment or quality of any Customer’s stay in or use of any part of the Supplier Services, whether temporary or otherwise, whether or not it is continuing (“Problem”).

3.2           Upon a Problem arising, the Supplier undertakes at its own cost to immediately (or within such time as Kognitiv shall agree) either:

3.2.1        take all reasonable steps to remedy the Problem;

3.2.2        locate and supply at its own cost, suitable alternative Supplier Services which are of least equal standard to the Supplier Services in question and which comply with the conditions set out in this Agreement or otherwise agreed between the Parties;

3.2.3        reimburse and compensate Kognitiv and/or the Customer for all reasonable costs and expenses (e.g. costs alternative accommodation, transportation, telephone costs) made, suffered, paid or incurred by the Customer and/or Kognitiv due to or caused by the Problem; and

3.2.4        if requested by Kognitiv, deliver a written explanation absolving Kognitiv of responsibility for the Supplier’s failure to honour the reservation.

 

4              THE SUPPLIER’S DUTIES

4.1           The Supplier will at all times hold all necessary licences, certificates, consents and permissions required by the national and/or local law of the country(s) in which and for the purposes for which the Supplier Services are provided.

4.2           The Supplier warrants that the Supplier Services will:

4.2.1        be provided using all due skill, care and diligence and in accordance with best practice and best standards in the industry for similar services;

4.2.2        be of a high and clean standard, in full working order and safe for occupation and use by Customers;

4.2.3        conform to all applicable planning, licensing and other requirements as may be imposed on it by national, local or other laws, regulations, guidelines, rules and codes of practice of the country(s) in which and for the purposes for which the Supplier Services are provided;

4.2.4        all personnel provided by the Supplier (whether or not employed by the Supplier) in connection with the provision of the Supplier Services will be appropriately qualified, experienced and capable as appropriate of performing competently the work or jobs for which they are employed;

4.2.5        guaranteed requests made by Customers which are notified to the Supplier in advance by Kognitiv are to be honoured. For non-guaranteed special requests, the Supplier will endeavour to meet them;

4.2.6        shall deal with Customers in a courteous and helpful manner and try to resolve any issues or concerns they may have promptly and efficiently and co-operate fully with Kognitiv in dealing with any complaints made by Customers;

4.2.7        will deal promptly and fairly with any complaints by Customers during the performance of the Supplier Services and will keep Kognitiv fully informed.

4.3           The Supplier further warrants that:

4.3.1        the Supplier Services comply with all applicable local, national, international, trade and any other laws, regulations and codes of practice relating to fire, safety and hygiene;

4.3.2        in the event that Kognitiv requests the Supplier to comply with further requirements in relation to health and safety, it shall use its best endeavours to meet those requirements;

4.3.3        a copy of the current fire certificate and current hygiene certificate or any other documents which confirm the Supplier’s compliance with the above obligations is provided to Kognitiv. Where these documents are not applicable, a copy of the local operating licence and/or any other documents which confirm said compliance are to be provided to Kognitiv;

4.3.4        the Supplier Services (where applicable) are not fitted with individual gas water heaters;

4.3.5        the Supplier Services have (where applicable) fire exits which are clearly marked and accessible with good emergency lighting, fire extinguishers that are readily available, smoke alarms fitted and printed instructions in English on what to do in an emergency;

4.3.6        the Supplier Services have (where applicable) a swimming pool filtration and cleaning systems which provides good hygienic standards with bottom of the swimming pool clearly visible.

4.4           Kognitiv shall have the right to request all health and safety policies of the Supplier and perform physical inspections of such Supplier Services at any time on demand to confirm compliance with this Agreement and Kognitiv’s health and safety requirements from time to time. The Supplier will provide appropriate support and assistance to Kognitiv or its nominated agents in undertaking any such physical inspections. The Supplier agrees to complete any documentary requirements made by Kognitiv or its nominated agents in relation to health and safety in a timely fashion.

4.5           Where the Supplier appoints or uses a sub-contractor or other supplier in the provision of the Supplier Services, the Supplier’s appointment of a sub-contractor shall not relieve the Supplier from any of the Supplier’s obligations under this Agreement and the Supplier shall at all times remain responsible for the acts and omissions of any sub-contractor howsoever arising.

4.6           Furthermore, where sub-contractors or third party suppliers are used in the provision of the Supplier Services, the Supplier hereby confirms and warrants that:

4.6.1        the sub-contractor/ third party supplier holds and shall maintain all other necessary licences, consents and permissions required by applicable national and/or local law in relation to the Supplier Services; and

4.6.2        the sub-contractor/third party supplier holds and shall maintain a comprehensive insurance policy or policies to cover all risks relating to and/or arising out of the provision of the Supplier Services normally covered by insurance including (by way of example and not by way of limitation) destruction or damage of any property relating to the Supplier Services by any cause and all third party risks including cover for death, personal injury and illness of Customers, howsoever arising, in a sum which would be appropriate if any and all proceedings in relation to any such claim were brought within the United Kingdom.

4.7           The Supplier shall permit (or ensure any sub-contractors or third party suppliers permit) Kognitiv’ representatives to inspect the Supplier Services at any reasonable time on request.

4.8           The Supplier or any sub-contractor may not ask a Customer to sign any form of waiver for any part of the Supplier Services or otherwise to exclude liability for anything which the Supplier may otherwise be liable for.

4.10         The Supplier must disclose to Customers all charges imposed by the Supplier at its discretion, including, but not limited to, all mandatory guest, resort, parking and/or activity fees (collectively, the “Resort Fees”) and taxes. The Supplier is solely responsible for collecting any such Resort Fees and taxes directly from the Customer, unless the Customer has booked a pre-paid package as contemplated above.

4.11         Notwithstanding the foregoing, the Supplier shall and shall    cause each Accommodation to honour any reservations made through the Technology on or prior to the date of termination.

 

5              COMPLAINTS

5.1           In the event of a complaint being made to Kognitiv by any Customer relating to the Supplier and, in particular, the inadequacy or non-provision of the Supplier Services or any other service or facility provided or agreed to be provided by the Supplier, Kognitiv shall notify the Supplier of any such claim or complaint and the Supplier will provide Kognitiv with satisfactory information immediately and in any event within 3 working days to assist Kognitiv in responding adequately to such complaint.

5.2           If Kognitiv receives any complaint concerning the Supplier Services, and particularly in the event of a personal injury sustained, the Supplier will, at the request of Kognitiv, give all assistance requested by Kognitiv in the investigation of a Customer claim or complaint including but not limited to: (a) providing documents, (b) providing detailed written statements from witnesses or relevant employees or agents and (c) ensuring relevant individuals are free to and will attend any applicable Court hearings.

 

6              CHANGE OF OWNERSHIP OR MANAGEMENT

6.1           All transfers of ownership or management of the Supplier Services in whole or in part shall be made on condition that the new owners accept this Agreement and will honour all existing sales of the Supplier Services by the Supplier.


SCHEDULE B

THE TECHNOLOGY

1              THE TECHNOLOGY

1.1           Subject to the provisions of this Agreement and during the term of this Agreement, Kognitiv shall provide the Supplier with access to the Technology.

1.2           Kognitiv grants the Supplier a limited, revocable, non-exclusive and non-transferable license to access and use the Technology during the term of this Agreement. Kognitiv may provide the Technology from anywhere in the world and may, at any time, transfer the provision of the Technology from one location to another.

1.3           Kognitiv may, at its reasonable discretion, add, modify, or substitute the Technology and/or any features of the Technology, or any other products or services provided under the Agreement without notice provided that the additional, modified or substituted Technology and/or features of the Technology are equal or superior to those already supplied, and may discontinue the Technology and/or features of the Technology, or any other products or services provided under the Agreement, with reasonable notice for the purpose of improving the Technology.

1.4           The right(s) and license(s) granted in the Agreement are subject to the following restrictions, except as otherwise expressly permitted herein: neither the Supplier nor its affiliates shall:

1.4.1        sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way the Technology;

1.4.2        alter, attempt to alter, modify, prepare derivative works of, reverse engineer, decompile, disassemble or otherwise attempt to derive the Technology or any of Kognitiv’s databases, computer code, computer programs, program logic, structure, sequence or organization, ideas, data, or any other information;

1.4.3        use, distribute, reproduce, display, sublicense or syndicate the Technology on or to any third party or to a website other than the Supplier’s site unless it first obtains Kognitiv’s written consent;

1.4.4        use the Technology in any manner that violates any applicable laws or regulations or the rights of any third party;

1.4.5        display or distribute obscene or illegal material through the Technology or on any Supplier website; or

1.4.6        encourage, aid, abet, authorize or permit any employee, affiliate, contractor, agent, representative or third party to do or attempt to do any of the foregoing.

1.5           All right, title and interest in and to the Technology, including all Intellectual Property Rights therein, are and shall remain vested in Kognitiv. The Supplier has no right, license or authorisation with respect to any part of the Technology except as expressly set forth in Clause 1.2. All other rights in and to the Technology are expressly reserved by Kognitiv.

The Supplier acknowledges that the Kognitiv Brand and/or its licensors shall retain ownership of all rights, title and interest in and to all Intellectual Property Rights of the Kognitiv Brand or embodied in the Kognitiv Brand websites, including (but not exclusively) the Kognitiv Brand’s logos and Technology.

 

2              SERVICES CONTENT

2.1           The Supplier represents and covenants that information provided for inclusion on the Technology, including all information related to the Supplier Services (including pictures and descriptions), their amenities and services, rooms available for reservation, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the “Supplier Services Content”), shall at all times be true, accurate and not misleading.

2.2           Subject to Clause 2.3, the Supplier hereby grants to Kognitiv a non-exclusive, royalty-free and worldwide right and license (or sublicense as applicable) to:

2.2.1        use, reproduce, have reproduced, distribute, sublicense, communicate and make available in any method and display those agreed upon elements of the Intellectual Property Rights of the Supplier as provided to Kognitiv by the Supplier pursuant to this Agreement and which are necessary for Kognitiv to exercise its rights and perform its obligations under this Agreement; and

2.2.2        to access, use, reproduce, have reproduced, process, distribute, sublicense, display and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any manner whatsoever) the Supplier Services Content, including through web-scraping, web-services XML feed or otherwise.

2.3           Kognitiv shall not register any of the Intellectual Property Rights of the Supplier as a trade mark or register any confusingly similar term, expression, words, logos, marks or signs as, or as part of, a trade mark or a trading or business or company name or trading style, or directly or indirectly assist any other person to do any of the aforesaid, unless the Supplier provides prior written consent. Kognitiv hereby expressly acknowledges the Supplier’s ownership of all such Intellectual Property Rights and will not attack, question or contest the validity or ownership of the same during the Term of this Agreement.

2.4           Kognitiv may sublicense, make available, disclose and offer the Supplier Services Content (including the relevant Intellectual Property Rights) of the Supplier and special offers made available by the Supplier on the Technology and all such further rights and licenses set out in this Agreement via or in collaboration with the websites, apps, platform, tools or other devices of affiliated companies and/or third parties (the “Third Party Platforms”).

2.5           Any use of the Third Party Platforms is governed solely by the terms and conditions agreed to by the Supplier and/or Accommodation and the third-party. Kognitiv makes no representation in respect of, and shall have no liability or obligation whatsoever in relation to, the use by the Supplier and/or Accommodation of such Third Party Platforms.

2.6           The sole remedy for the Supplier in respect of such Third Party Platforms is:

2.6.1        to request Kognitiv (which has the right and not the obligation) to disable and disconnect with such Third Party Technology; or

2.6.2        termination of this Agreement, all in accordance with the terms of this Agreement.

2.7           The Supplier is at all times responsible for providing correct and up-to-date Supplier Services Content, including additional availability of rooms for certain periods or any adverse events or situations (e.g. renovation or construction at or near the Supplier Services) that could affect a Customer’s experience. The Supplier shall update the Supplier Services Content on as frequent a basis as may be required and may at any time change via the Technology (i) the rate of its available rooms bookable, and (ii) the number or type of available rooms. If the Supplier uses third party software or a third party to manage and transmit the Supplier Services Content, the Supplier shall be solely responsible for system errors or other errors arising from the use of such third party software or management company. Kognitiv shall have no liability to the Supplier, any Customer or other third party for any such errors.

2.8           Kognitiv shall have no obligation to monitor the Supplier Services Content, however, Kognitiv reserves the right, without liability, to reject, remove and/or cancel any Supplier Services Content that Kognitiv in its sole discretion deems to be: (i) incorrect or incomplete, (ii) offensive or otherwise inconsistent with Kognitiv’s content standards; (iii) violating law or third party rights; or (iv) implying that Kognitiv or its partners or subcontractors endorse a Supplier’s products or services. The Supplier acknowledges and agrees that Kognitiv shall have no obligation to monitor, modify or remove user reviews about Supplier Services. Kognitiv shall not have and disclaims any liability and responsibility for the content and consequences of the publication or distribution of any comments or reviews howsoever or whatsoever.

2.9           Kognitiv will provide the Supplier with a digital identity which allows the Supplier to access the Technology. The Supplier shall safeguard and keep the digital identity confidential and safely stored and not disclose it to any person other than those who need to have access to the Technology. The Supplier shall immediately notify Kognitiv of any suspected security breach or improper use.

2.10         The Supplier is solely responsible for providing back-end support directly to Customers for, amongst other things, issues unrelated to the Kognitiv booking system or any DMO booking system managed by Kognitiv.

 

SCHEDULE C

RATES AND PAYMENT

1              RATE TERMS

1.1           When providing the Supplier Services, the Supplier shall provide rates to Kognitiv on the following basis:

1.2           The rates provided by the Supplier shall be the amount to be paid to the Supplier for each Supplier Service (and, with respect to rooms, for each room night) booked through the Technology and shall include all rules, terms and conditions (including, without limitation, cancellation, advance purchase, no show and loyalty program participation policies) applicable to a particular category of Supplier Services.

1.3           If the Supplier fails to disclose any Resort Fees to Kognitiv, then the Supplier must waive the collection of such fees from Customers who are unwilling to remit payment of such Resort Fees or incidental fees to the Supplier.

1.4           Net Rates

1.4.1        The Supplier shall set and, as required hereunder, update competitive net rates for all Supplier Services through the Technology;

1.4.2        The Supplier shall provide Kognitiv with the tax rates applicable to all Supplier Services and shall promptly and timely update such tax rate information in the event the tax rates change. The Supplier is solely responsible for the accuracy of such tax rate in formation and any changes submitted to Kognitiv and for remitting such taxes to the applicable taxing authorities. The Supplier agrees and acknowledges that it is at all times responsible for the collection, remittance, withholding and payment to the relevant tax authorities of all its relevant taxes;

1.4.3        Kognitiv may, but is under no obligation to, purchase Supplier Services from the Supplier at the rates set by the Supplier through the Technology and may collect funds from Customers therefor;

1.4.4        Any sale of Supplier Services shall only be binding on Kognitiv (or, where Kognitiv acts only as an Agent, the Customer) once Kognitiv has confirmed the booking by email or other electronic notification method via the Technology to the Supplier; and

1.4.5        Pricing to Customers on net rate transactions is in all circumstances is at the sole discretion of Kognitiv, provided that the hotel-only rate is consistent with the Supplier’s other publicly available rates.

1.5            Commissionable Rates. In addition to the foregoing terms, to the extent applicable, the following specific terms and conditions are applicable to commissionable rate bookings:

1.5.1        For each reservation made on the Technology by a Customer for Supplier Services (except bookings cancelled through the Technology and as otherwise set forth herein), the Supplier shall remit to Kognitiv the commission set out in the Order (the “Commission”).

1.5.2        Cancellations made by Customers before the time and date in which a cancellation fee applies will not attract Commission. At Kognitiv’s discretion, cancellations made by Customers after the time and date in which a cancellation fee applies will attract Commission in accordance with the terms of this Agreement, and in the event of a no-show, Kognitiv shall be entitled to charge Commission over the relevant amount of the Supplier Service price collected and transferred to the Supplier.

1.5.3        Kognitiv is not responsible for the correctness and completeness of credit card details and dates provided by Customers or the payment obligations of the Customers relating to their reservation.

1.5.4        Any failure of collection or any refund or charge back of all or part of the price of any Supplier Services shall be for the risk and account of the Supplier and the Supplier waives its right to claim payment of all or a portion of the price of the Supplier Services from Kognitiv.

1.5.5        By making a reservation of Supplier Services through the Technology a direct contract and legal relationship is created solely between the Supplier and the Customer. The Supplier is bound to accept a Customer as its contractual party, and to honour the online reservation in compliance with the Supplier Services Content (including rate) contained on the Technology at the time the reservation was made and the reservation confirmation, including any supplementary information and/ or wishes made known by the Customer.

1.5.6        Other than the fees, extras and surcharges as set out in the confirmed booking, the Supplier shall not charge the customer any transaction/administration fee or charge for the use of any payment method (e.g. credit card charge) other than local taxes routinely collected by the Supplier, information on which has been notified to the customer and Kognitiv at the time of booking.

1.6   Payment

1.6.1        The Supplier shall invoice Kognitiv on a monthly basis for all bookings occurring at the Accommodation in the preceding month, in the format set out in the Order.

1.6.2        Each invoice shall specify for each reservation, the Customer name, the Kognitiv confirmation number, the arrival and departure dates, the applicable rate and taxes applicable to such rate, number of room nights consumed by the Customer and whether the reservation was billed on a previous invoice. The Supplier shall provide proof of the Customer’s stay upon request.

1.6.3        The Supplier is solely responsible for any changes or services requested by a Customer directly with the Supplier and the Supplier is solely responsible for collecting from the Customer any charges for such changes or services.

1.6.4        The Supplier shall provide Kognitiv with valid tax invoices upon request. All invoices and payments shall be in the currency of the rate entered in the Technology in respect of the reservation unless otherwise agreed.

1.6.5        Kognitiv shall pay the Supplier within 30 days of receipt of the invoice.

1.7   This Section is applicable for payments to Kognitiv:

1.7.1        Unless otherwise provided in the Order, the Supplier shall pay Kognitiv’s invoice within 30 days of receipt.

1.7.2        If the Supplier fails to make a payment due to Kognitiv under this agreement by the due date, then, without limiting Kognitiv’s remedies under Clause 6 (Termination), the Supplier shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of Canada base rate from time to time, but at 4% a year for any period when that base rate is below 0%, or, if lower, the highest rate permitted under applicable law.

1.7.3        All such payments shall be made in cleared funds, without any deduction or set- off and free and clear of and without deduction for or on account of any taxes, all wire transfer fees, bank charges and applicable foreign, national, state or local taxes, including use tax, sales tax, income tax or any other taxes.

1.7.4        The Supplier is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full payment due from the Supplier to Kognitiv.

1.7.5        The Supplier is responsible for withholding and reporting relevant taxes applicable to the fees and charges hereunder and represents and covenants that it is duly registered with all relevant tax authorities.

1.7.6        Kognitiv shall be entitled to deduct from the payment any sums claimed by Kognitiv from the Supplier under the terms of this Agreement or any other agreement between the Parties.

1.7.7        In the event of any dispute in respect of any payment Kognitiv shall be entitled to withhold the sum in question until the dispute is settled.

 

2              RESERVATIONS OF SERVICES VIA THE TECHNOLOGY

2.1            The Supplier agrees to honour a Customer’s reservation request based on the rates in the Technology at the time the reservation is booked upon confirmation by Kognitiv of the reservation request.

2.2            When a reservation of Supplier Services is made by a Customer on the Technology, the Supplier shall receive a confirmation for every reservation made via Kognitiv. The confirmation shall include the Customer’s Personal Data and such other specific request(s) made by the Customer.  Kognitiv is not responsible for any changes to the reservation not made through the Technology or the correctness and completeness of the information provided by Customers. For the avoidance of doubt, the Supplier shall on as frequent a basis as may be required verify the status of the reservations made. Kognitiv cannot control, and shall have no responsibility for (i) a Customer’s actual check-in or checkout dates, (ii) cancelation of reservations except as made through the Technology, or (iii) any discounts, refunds or other accommodations offered or provided by the Supplier to a Customer.

2.3            The Supplier and Kognitiv agree that the deadline for cancellations by Kognitiv and/or a Customer shall be 18:00 (of the Supplier’s local time zone) of the day of arrival, unless otherwise clearly specified by the Supplier on the Technology (which may vary by season), without any charge by the Supplier. If Kognitiv cancels any reservation after that time, or the reservation is a no-show reservation, and the reservation is not cancelled pursuant to Anti-Fraud Procedures (as defined below), then the reservation is cancelled in its entirety and (unless otherwise specified by the Supplier) the Supplier shall not invoice Kognitiv a cancellation charge in excess of the rate applicable to the booking of the Supplier Services plus applicable taxes for one night for such reservation. Any cancellation and no-show terms provided to Kognitiv hereunder by the Supplier shall be competitive with any cancellation or no-show policies offered by the Supplier on its own behalf or through any other distributor or channel.

2.4            Payment for each fulfilled and undisputed Customer reservation is due within 30 days after Kognitiv receives a valid invoice from the Supplier (which is issued in accordance with the terms of this Agreement) and may be made by electronic funds transfer or other payment method selected by the Parties.  The Supplier must invoice Kognitiv for each fulfilled Customer reservation in the month following a Customer’s departure. Unless agreed by the parties, if Kognitiv has not received an invoice within such a period, then no amount is due to the Supplier for the reservation in question, and Kognitiv shall have no further obligation to the Supplier with respect to that particular reservation. Kognitiv is only obligated to pay to the Supplier the rates in the Technology at the time a Customer makes a booking of Supplier Services.

2.5            The Supplier shall not charge Kognitiv any amount for any Supplier Services if a Customer arrives at the Accommodation but departs as a result of the Customer’s dissatisfaction with Supplier and/or the Supplier Services provided, a failure to cancel or a no-show is excused pursuant to the terms hereof or pursuant to Anti-Fraud Procedures. If Kognitiv refunds a Customer because of the Supplier’s action or failure to act, then the Supplier must reimburse Kognitiv for such a refund within 30 days after Kognitiv requests reimbursement.

2.6            If a reservation is a potentially fraudulent reservation or certain data provided by a Customer cannot be verified by Kognitiv prior to 18:00 (in the local time zone) of the day that is 1 day before the date of arrival, then the Supplier and Kognitiv shall work together to address the potentially fraudulent reservation, which may include cancelling such reservation at any time up to 18:00 (in the local time zone) of the day of arrival. The Supplier is solely responsible for ensuring that the identification presented by a Customer is valid and matches the booking information provided to the Supplier (“Anti-Fraud Procedures”).

 2.7            Except as is expressly set out in this Agreement, the Supplier is not permitted to cancel any online reservation made for Supplier Services via the Technology.