Amadeus Value Hotels Agreement Terms and Conditions

1. Our Contract with you
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1. Parties and Scope
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1.1 Company details. AMADEUS CONTENT SOURCING, S.A.U (“Amadeus”, “we” and “us”) is a company registered in
Spain with company number A87036539 and CICMA number 3068. Our registered office is at c/ Salvador de
Madariaga 1, 28027 Madrid, Spain. We operate “Amadeus Value Hotels”, and we are a fully owned subsidiary of
Amadeus IT Group, S.A., a company registered in Spain with company number A-84236934 and registered offices at c/
Salvador de Madariaga 1, 28027 Madrid, Spain.

1.2 Our Contract. These Terms & Conditions (“Terms”) govern the distribution and resale, via the Amadeus Value
Hotels channel (“Amadeus Value Hotels”), of your hotel inventory and related services (“Provider Content”) made
available by the hotel or accommodation provider accepting these Terms (“Provider” and “you”).

1.3 Appointment. By accepting these Terms (including by electronic means), Provider appoints Amadeus as a
nonexclusive reseller of Provider Content to Amadeus Subscribers through Amadeus Value Hotels. These Terms apply
in addition to any commercial or framework agreement between Provider and Amadeus. In case of conflict, the
commercial agreement prevails over these Terms.
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2. Definitions
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“Amadeus Group” means Amadeus IT Group, S.A. and any entity it directly or indirectly controls, is controlled by, or is
under common control with.
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“Amadeus Subscriber” means any airline office, travel agent or other seller of travelrelated services that contracts
with Amadeus to use the Amadeus Value Hotels, to obtain information, make reservations and issue documents
involving travel related services.
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“Booking” means a confirmed reservation for one or more room nights of Provider Content made through Amadeus
Value Hotels that has not been validly cancelled under Provider’s applicable cancellation policy.
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“Consumer” means the endcustomer using Provider’s services under a Booking.
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“Data Protection Legislation” means all applicable laws and regulations relating to the processing of Personal Data
including the GDPR and other GDS sector specific laws applicable to the Parties.
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“Distribution Channel” means any Providerowned or thirdparty channel through which Provider sells or distributes its
inventory (including GDS, OTAs, websites, wholesalers, and connectivity Suppliers).
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“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
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“Net Rates” means rates that Provider offers to a Distribution Channel, where the commission level is not included
and the Distribution Channel will add the corresponding commission or fees. If local city taxes are not included in the
relevant Net Rates, such additional taxes must be submitted separately by Provider together with the rates policy.
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“Package Rates” means rates including a room in combination with other goods and services such as meals, activities
or travel components.
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“PCI DSS” means the PCI Security Standards Council’s Payment Card Industry Data Security Standard including any
change, consolidation, replacement, enactment or extension of the PCI Data Security Standard.
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“Personal Data” means any information that relates to an identified or identifiable individual.

“Provider Content” means all content made available by Provider for viewing, booking or reserving at any Distribution
Channel through any of Provider’s brands. Such content shall include, without limitation, Net Rates, BAR, Package
Rates, room availability, cancellation rules, rate conditions and any additional information on a property level that is
reasonably requested by Amadeus.
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“Provider Owned Distribution Channel” means the following sources from which some or all of Provider Content can
be reserved or purchased by any person or entity directly from Provider: (a) Provider’s reservations system or its
reservation sales personnel or agents or (b) Provider’s internet site, whether operated or marketed by Provider or any
third party on behalf of Provider. For the avoidance of doubt, anything that is not a Third Party Distribution Channel is
a Provider Owned Distribution Channel.
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“Third Party Distribution Channel” means any third party owned source from which some or all of Provider Content
can be reserved or purchased by any person or entity excluding Provider Owned Distribution Channels including: (a)
any GDS; (b) any internet site; or (c) any distribution method directly connected to travel agencies, consumers or
corporations.
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“Taxes” means all applicable VAT and other tax, fee or duty imposed by any governmental authority arising out of or
relating to this Agreement.
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“Term” means the term of this Agreement as set out in Clause ‎11.1 (Term).
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“VAT” means value added tax.
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3. Third Party Distribution Channel. Provider is responsible for its own agreement with the Third Party Distribution
Channel and for any related fees. Amadeus only enables the technical connection with Third Party Distribution
Channel and Amadeus Value Hotels. Amadeus is not liable for the Third Party Distribution Channel performance, data
handling, or connectivity issues, and assumes all data received is accurate and is not responsible for validation or
quality control.
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4. Provider Obligations
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4.1 NonDiscrimination. Provider shall offer Provider Content to Amadeus on no less favourable terms than those
offered at the same time to any other Distribution Channel for equivalent content and conditions. In particular,
Provider may not withhold Net Rates, impose surcharges, deny discounts or incentives, apply adverse conditions, or
restrict benefits to disadvantage Amadeus or Amadeus Subscribers compared to any other Distribution Channel.
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4.2 Provider Content Accuracy.
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a) Provider shall be responsible for maintaining the accuracy, completeness and usability of all Provider Content.

b) Provider agrees to load its data, policies, rates, product descriptions and availability, directly or as prescribed
by Amadeus, and shall be responsible for maintaining the accuracy of such data for the Term of this
Agreement. Provider further agrees to guarantee the accuracy thereof to Amadeus Subscribers and Amadeus
Customers.

c) Amadeus shall not be responsible for the verification of any sort of Provider data included in Amadeus Value
Hotels or the Third Party Distribution Channel. Amadeus makes no representation whatsoever to Provider or
any third party as to the Provider Content included in Amadeus Value Hotels or the Third Party Distribution
Channel.

d) Provider represents and warrants that Provider Content complies with all applicable laws and it shall be solely
responsible for assuring that its data and services comply with all applicable laws and regulations, including
those in relation to food safety, heating and air conditioning systems maintenance, norovirus prevention,
child protection, fire, health and safety regulations.

e)Provider shall conduct the appropriate health and safety audits of its services via certified health and safety
inspectors/professionals in accordance with relevant applicable laws and regulations and, upon Amadeus’
request, Provider shall provide Amadeus with the relevant certificates of compliance of such audits.
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f) Amadeus shall have the right in its sole discretion to block any Provider Content.
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g) Provider shall fully indemnify Amadeus and its Affiliates against any losses incurred by them arising out of or
in connection with any third party claims in connection with or arising from: (i) the accuracy of the Provider
Content and data supplied hereunder; (ii) the violation of any copyright, property, or privacy right in the
Provider Content; (iii) breaches of the obligations, or inaccuracy of the representations, set out in this Clause
4.2 paragraphs (d) and (e) or (iv) any other breach by Provider of its obligations under this Clause 4.2, whether
such losses are in contract, tort (including negligence), breach of statutory duty, contribution, or otherwise,
except to the extent that such claims result from the fraud or wilful misconduct of Amadeus or its Affiliates.
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h) Provider will immediately notify Amadeus of any breach of the obligations set out in paragraphs (d) and (e) of
this Clause 4.2 (including if it has a reasonable reason to believe that it is no longer compliant with such
obligations and representations) and will immediately inform Amadeus of the steps being taken to rectify the
breach. In no event shall Provider’s notification to Amadeus be later than seven (7) calendar days after
Provider learns about the breach.
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4.3 Access to content. Amadeus may, in its sole discretion, determine what Provider Content is available and visible
to Amadeus Subscribers. Additionally, Amadeus may, at its discretion, temporarily or permanently disable or block
any Provider Content that is inaccurate, misleading, unlawful, or gives rise (or is reasonably likely to give rise) to
claims or risk for Amadeus, Amadeus Subscribers, or Consumers.
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4.4 Bookings. Provider will honour all Bookings correctly transmitted to Provider (directly or via a Third Party
Distribution Channel), and will provide the services thereby reserved, subject to applicable laws and regulations.
Provider will not refuse a Booking solely on the basis that it did not receive or process an internal notification (for
example, an email or internal system alert) where the Booking is confirmed in the Third Party Distribution Channel. If
Provider cannot honour a confirmed Booking for any reason (including overbooking), Provider will, at its own
expense, relocate the Consumer to accommodation of at least equivalent category, quality and room type, in the
same area or as close as reasonably possible, and will bear any transportation costs and reasonable costs or
compensation relating to the inconvenience caused. If Provider fails to arrange relocation and Amadeus (or an
Amadeus Subscriber) does so, Provider will reimburse Amadeus: (i) the Net Rate for the original Booking; and (ii) all
reasonable costs and expenses incurred in relocating the Consumer and remedying the failure.
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4.5 Customer Support. Provider shall provide accurate and up-to-date contact information for any queries relating to
Bookings (including at least one 24/7 contact method for urgent issues, such as overbookings or noshows).
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5. Amadeus Obligations. Amadeus will act as reseller of Provider Content (on its own behalf or via Amadeus Affiliates)
to Amadeus Subscribers. Provider acknowledges that Amadeus and Amadeus Subscribers may resell the Provider
Content to Consumers. Amadeus shall make commercially reasonable efforts to resell the Provider Content through
Amadeus Value Hotels.
For Bookings made under these Terms, Amadeus (or an Amadeus Affiliate) may act as merchant of record towards
Amadeus Subscribers and/or Consumers and may freely determine any markup or service fees applied on top of the
Net Rates.
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6. Pricing, Invoicing and Payment.
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6.1 Payment method. Amadeus shall pay for Bookings by virtual credit card though Third Party Distribution Channel
according to Provider’s Net Rates as at the time of the Booking. Payment for Bookings shall be made one (1) day prior
to the date of check-in.
Provider will not charge amounts other than those permitted under the Booking conditions (including no-
show/cancellation policies, and any taxes and fees communicated), and will not make duplicate charges.

6.3 Invoicing. Provider hereby consents to self-invoicing by Amadeus with respect to Bookings. This process, outlined
in the EEC Directive 2001/115 and applicable Spanish law on invoicing requirements, allows for self-billing with no tax
authority approval required, on the condition that there is an initial agreement in place between Amadeus and
Provider. Unless otherwise agreed in writing with Amadeus, Provider shall not raise invoices for Bookings made under
this Agreement and accepts that Amadeus may refuse to accept any invoices issued by Provider. Provider shall
provide Amadeus with all relevant information required for Amadeus to produce legally compliant self-billing invoices
and is solely responsible for ensuring the accuracy and completeness of such information and for notifying Amadeus
immediately in writing of any changes to such information.
Provider shall provide Amadeus with all relevant information required by Amadeus to produce legally compliant self-
billing invoices and is solely responsible for ensuring the accuracy and completeness of such information and for
notifying Amadeus immediately in writing of any changes to such information. All payments shall be made in Euro.

6.4. Taxes and VAT. All amounts due under this Agreement are inclusive of any income tax, value added, national or
local sales, use, property, customs, excise, import, duties, service or similar taxes (“Taxes”) now or hereafter levied as
a direct consequence of the Parties entering into this Agreement or with respect to the performance of this
Agreement or the sale, delivery or furnishing of any services hereunder. Provider hereby agrees to indemnify
Amadeus for and hold harmless from any and all claims related to Taxes and for any related costs, penalties, fines,
additions to tax and interest paid or payable by Amadeus imposed by any taxing authority with respect to the
amounts due or paid under this Agreement. To the extent a written claim is made against Amadeus for any Taxes,
Amadeus shall notify Provider, which shall promptly pay the amount of such Tax to Amadeus, provided, however, that
if Provider requests promptly in writing for reasonable causes, Amadeus may, upon receipt of indemnity satisfactory
to it and at the expense of Provider (including, without limitation, all costs, expenses, losses, legal and accounting fees
and disbursements, penalties and interest) in good faith contest in Amadeus’ name or, if necessary, permit Provider
to contest, in Amadeus’ name, the validity, applicability or amount of such Tax in appropriate administrative or
judicial proceedings.
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6.5. Records. Each Party shall maintain complete and accurate records (in accordance with standard accounting
practices prevalent in the jurisdiction of such Party’s corporate headquarters) of all amounts invoiced to the other
under this Agreement and maintain such records for a period of at least three (3) years (or any other longer period as
required by applicable laws or regulations) from the period to which such records relate.
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7. Data Protection and Security.
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7.1 Data Protection. Each Party will:

(a) comply with their respective obligations under applicable Data Protection Legislation as they apply to the
provision of their services under this Agreement, in the jurisdictions in which they are providing the services under
this Agreement. Further, upon Amadeus’ request Provider will promptly provide to Amadeus in a manner and format
requested by Amadeus, any and all information related to the offering of Provider services through the Amadeus
System that is required for Amadeus to comply with applicable Data Protection Legislation;

(b) in exercising their respective rights and performing their respective obligations related to services provided
under this Agreement, comply with applicable Data Protection Legislation and shall not, as far as is reasonable, do
anything or permit anything to be done which has the effect of placing the other Party in breach of applicable Data
Protection Legislation; and

(c) at all times, have in place appropriate technical and organizational security measures so that Personal Data is
protected against unauthorized or unlawful processing and against accidental loss, destruction or damage.

7.2. PCI – DSS and Security. Provider shall not retain the Virtual Credit Card (“VCC”) data longer than strictly
necessary for payment processing and dispute resolution and shall implement data minimization and restricted-
access measures. Provider is responsible for full compliance with PCI DSS and all applicable security requirements for
handling, storing, processing, and transmitting card data within its systems and those of its Suppliers or payment
service providers.
Provider shall not request additional card data beyond what is transmitted through the Third Party Distribution
Channel, nor contact Consumers or Amadeus Subscribers for payment details to replace the VCC, unless expressly
authorized in writing by Amadeus. Provider acknowledges and agrees that (a) Amadeus does not transmit any end-
customer credit card data under this Agreement; and (b) Provider is solely responsible for the security of any end-
customer cardholder data processed through its systems, including storage, processing, and transmission functions.
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8. Intellectual Property and Branding
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8.1 All rights in Amadeus Value Hotels and any related software, technology and documentation are and remain the
exclusive property of Amadeus, the Amadeus Group, or their licensors.
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8.2 Provider grants Amadeus a nonexclusive, worldwide, royaltyfree licence, for the duration of these Terms, to use
Provider’s trade names, trademarks, logos and content solely to display and promote Provider Content and to
perform these Terms.
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9. Confidentiality
9.1 Each Party will keep confidential any information of the other Party that is marked or reasonably understood to be
confidential (“Confidential Information”) and will use it only to perform these Terms.
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9.2 Confidential Information may be disclosed: (a) to Affiliates and professional advisers who have a need to know
and are bound by confidentiality obligations no less protective than those in these Terms; and (b) where required by
law, court order or regulatory authority, in which case the disclosing Party will (where legally permitted) give prior
notice and cooperate reasonably to limit the disclosure.
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9.3 This Clause 9 survives termination of these Terms for five (5) years.
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10. Liability
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10.1 Exclusions. To the maximum extent permitted by law, neither Party will be liable to the other for: (a) loss of
profit, revenue, business or goodwill; or (b) indirect, consequential, special or punitive damages, in each case whether
arising in contract, tort (including negligence) or otherwise, even if advised of the possibility of such loss or damage.
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10.2 Cap. Except for: (a) sums properly due and unpaid for Bookings; (b) each Party’s indemnity obligations under
these Terms; and (c) liability that cannot be limited or excluded under applicable law (including death or personal
injury caused by negligence, and fraud), each Party’s total aggregate liability to the other under or in connection with
these Terms will not exceed an amount equal to the Net Rates for Bookings made in the three (3) months preceding
the event giving rise to the claim.
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10.3 Provider Indemnity. Provider will indemnify and hold harmless Amadeus and the Amadeus Group from and
against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising from: (a) Provider’s
failure to honour Bookings or to relocate Consumers as required in Clause 4.4; (b) inaccuracies or unlawfulness of
Provider Content, including any infringement of thirdparty rights; (c) Provider’s breach of applicable law in connection
with the provision of accommodation and related services or (d) any other express indemnities under this Terms.
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10.4 Time Limit. No Party may bring a claim under or in connection with these Terms more than two (2) years after
the cause of action arose.
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11. Term and Termination. These Terms come into force on the date Provider accepts them (including by electronic
acceptance or by making Provider Content available to Amadeus via an agreed connection) and continue until terminated in accordance with this Clause 11. Either Party may terminate these Terms at any time for convenience by
giving thirty (30) days’ written notice to the other Party (without prejudice to any other agreement that may exist
between the Parties). Either Party may terminate these Terms with immediate effect by written notice if the other
Party commits a material breach and fails to remedy it within thirty (30) days of written notice requiring remedy, or
becomes insolvent or subject to equivalent proceedings.
Amadeus may, instead of termination, suspend the display or sale of Provider Content on Amadeus Value Hotels
where: (a) Provider materially breaches these Terms; (b) there are serious or repeated complaints or safety concerns
relating to Provider; or (c) there are technical or legal reasons making continued display impossible or high risk.
Amadeus will lift any suspension once the relevant issue is resolved. Termination or expiry of these Terms does not
affect Bookings made before the effective date of termination, which Provider will continue to honour in accordance
with Clause 4.4, nor does it affect any rights or obligations accrued before termination.

12. Miscellaneous
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12.1 Force Majeure. Neither Party is liable for failure or delay in performing obligations (other than payment
obligations) caused by events beyond its reasonable control. If such an event continues for more than ninety (90)
days, either Party may terminate these Terms on written notice.
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12.2 Assignment. Provider may not assign or transfer its rights or obligations under these Terms without Amadeus’
prior written consent. Amadeus may assign or transfer its rights and obligations to any Amadeus Group company or
to a successor acquiring all or substantially all of the relevant business.
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12.3 Independent Contractors. The Parties are independent contractors. Nothing in these Terms creates an agency,
Suppliership, joint venture or employment relationship, and neither Party may bind the other.
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12.4 Severability. If any provision of these Terms is held invalid or unenforceable, the remainder will continue in full
force and, where possible, the invalid provision will be replaced with a valid provision closest to the Parties’ original
intent.
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12.5 Entire Agreement. These Terms, together with any referenced commercial agreement between the Parties,
constitute the entire agreement between Amadeus and Provider regarding their subject matter and supersede any
prior written or oral understandings concerning that subject matter.
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12.6 Governing Law and Jurisdiction. These Terms and any noncontractual obligations arising out of or in connection
with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive
jurisdiction to settle any dispute arising out of or in connection with these Terms.