bookusdirect (“bookusdirect” “we” or “us” or “party”) is a company under formation, headquartered at 14 Rue Francois Cigrang, 4068 Esch-sur-Alzette, Luxembourg.

These terms and conditions (“Terms of Service”) apply to any access to and use by a property manager, owner, or Host of holiday rental properties (“you” or “party”) of bookusdirect’s technology Platform through which we display and offer certain holiday rental properties for booking, as well as online payment processing and related services as described in this document (our “Services”) (the Terms of Service and all and any other terms and conditions incorporated by reference in the Terms of Service, together, the “Agreement”).

Please read these Terms of Service carefully before you "Sign up". They constitute a legally binding agreement between you and us.

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Provision for Beta Users

The website of bookusdirect and the services associated with it are currently in beta phase. This means that the website is feature complete but has to be tested outside bookusdirect. Beta users are informed that the service may not be optimal and could have bugs. Beta users are informed on bookusdirect’s website that the service is currently in beta phase and they will be informed when the beta phase expires. When the beta phase expires, these Terms of Service will be updated accordingly. bookusdirect cannot be held liable for any damage, loss of revenue, while the website and associated services are in beta phase.

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1. DEFINITIONS 

In addition to terms defined elsewhere in this Agreement, the following terms will have the following meanings:

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"Additional Fees" means any additional fees that a Guest must pay to stay at a Property such as City Tax, VAT/GST or any other form of tax, cleaning fees, and similar. All Additional Fees must be included in the Base Rate or Weekend Rate. You may not charge Additional Fees separately from your Base Rate or Weekend Rate.

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"Base Rate" means the rate loaded into the Dashboard that you make available to us for a one-night stay at the Property.

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"Booking" means the binding contract created between you and the Guest when a Guest books a Property on the bookusdirect Platform. Bookings are either automatically confirmed or require your final approval depending on whether or not you use the Immediate Booking functionality from the bookusdirect Platform.

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"bookusdirect Platform" means our technology Platform used to deliver the Services, including any website(s), Dashboard, apps, emails, SMS, forms, APIs, tools, code and associated hardware used for that purpose.

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"Claims" means any claim, cause of action, suit, proceeding, demand, or governmental or regulatory investigation.

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"Confidential Information" means any non-public information in any medium or format, whether marked “Confidential” or otherwise, of or about a party which that party provides to the other or to which the other has access under or in connection with this Agreement. Confidential Information specifically includes Personal Information provided by one party to the other, the terms and conditions of this Agreement, trade secrets, any non-public business, financial, marketing or related information and any information that a reasonable party in the receiving party’s position is to be treated confidentially. Confidential Information excludes information that: (i) is or becomes publicly available 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; or (iii) is disclosed to the receiving party by a third party without any restrictions on its disclosure.

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"Dashboard" means the backend software on bookusdirect you access to add, update, and edit your Property(ies) that we use to facilitate our Services.

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"Guest" means the end consumer of a Property.

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"Intellectual Property Right" means any patent, copyright, invention, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

 

"Laws" means all international, national and local laws, rules, regulations, statutes, orders, court or regulator decisions or similar acts of applicable authorities.

 

"Listing" means the specific part of the Property Content relating to a single Property as displayed or distributed via the bookusdirect Platform.

 

"Losses" means any damages, losses, liabilities, fees, fines, penalties, costs and expenses, including reasonable legal fees.

 

"Online Payment Processing Fee" means the fee charged by our Payment Processor, Stripe, in order to facilitate the online payment of a Booking.

 

"Payout" means that when you receive a payment for a Booking, we call that payment to you a payout. You are informed and acknowledge that Payouts that are made to you exclude Platform Fee (if applicable), Online Payment Processing Fee, and refund charges (if applicable).

 

"Personal Information" means any information that is capable of identifying or locating a natural individual, including such individual’s payment card number, first and last name, email address and physical address, defined as personal data on the General Data Protection Regulation 2016/679(“GDPR”).

 

"Platform Fee" means the per-transaction fee you owe us when a Guest makes a reservation for a Property. Platform Fee does not apply if you use a Subscription Plan. Platform Fee information can be found on bookusdirect.io/pricing.

 

"Property" means the holiday rental property, or room within your B&B, guesthouse, hotel or other such hospitality establishment, that you make available to us via the bookusdirect Platform so we can perform the Services.

 

"Property Content" means all and any information and content about and relating to a Property which must include, for all Properties, at least the following: the Property and all material defects or conditions of the Property, Host profile of the Property, Property location, Property pictures, Property amenities, Property Guest capacity, Property Base Rate, Taxes if applicable (must be included in the Base Rate), all Additional Fees, Property availability calendar, and the Host’s own customized Cancellation Policy and Property rules applicable to Guests. For the purpose of clarity the bookusdirect Platform does not offer any harmonized Cancellation Policy or Property rules and these must be set by the Host.

 

"Refund Charges" means the charges that may occur in the event that a refund must be executed to a Guest.

 

"Stay" means the entire period a Guest spends at a Property once a bookings is confirmed. For the purpose of clarity it refers to the period from check in to check out.

 

"Subscription Plan" means one of the recurring Services available on the bookusdirect Site in order to pay our Services. Subscription Plan information can be found on bookusdirect.io/pricing.

 

"Taxes" means all taxes, levies, charges or other fees assessed by any governmental authority on or in connection with the transactions contemplated by this Agreement, to the exclusion of city/tourist taxes and any such taxes, levies, charges or other fees assessed solely on our income.

 

"Total Booking Amount" means the total amount charged to the Guest, including Taxes and Additional Fees for a stay at the Property.

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2. ACCOUNT SETUP

You are required to provide us with certain registration information before accessing these Terms of Service. Once you create your password in order to start using the bookusdirect Platform you must agree to our Terms of Service and Privacy Policy in order to start using our Services. Services offered are only available for persons 18 years old or more. If the Host realizes that there are only people under 18 years of age as Guests, it must refer the matter to bookusdirect by email at hello@bookusdirect.io.

This registration information is used to create your bookusdirect account (“Account”). It is your sole responsibility to maintain accurate and up to date contact information and Account details. In addition, you will be responsible and liable for any activities undertaken in connection with your Account, whether authorised by you or not. Please keep your password confidential; this is your sole responsibility. If you have reason to believe that the security of your Account has been compromised, please notify us immediately by email at hello@bookusdirect.io so we can suspend your Account and/or you can reset your password from the Host Profile section in your Dashboard.

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3. HOST ASSUMPTION OF RISK

You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the bookusidrect Platform, or any interaction you have with your Guests whether in person or online. You agree that you have had the opportunity to investigate the bookusdirect Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings and that you are not relying upon any statement of law made by bookusdirect.

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4. LICENCE TO USE THE bookusdirect SITE

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(4.a) Scope of licence

We grant you a limited, revocable, worldwide, non-transferable, non-sub-licensable right and license to access and use the bookusdirect Platform to: (a) transmit, update, remove, modify and otherwise manage Property Content; (b) receive information from us. All Intellectual Property Rights not expressly granted to you in this Agreement are retained by us or our licensors.

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(4.b) Suspension

We may, at any time and without notice to you or the requirement to pay any Losses, suspend your access to the bookusdirect Platform if we believe, in our sole discretion, that you have breached any provision of this Agreement, including by providing Property Content that does not comply with the requirements set out in this Agreement or if we determine that the bookusdirect Platform, Property Content, any content or property of our other customers and clients, or any individuals is or are at risk. We may also suspend access if required to do so by our third-party hosting provider or as otherwise required by applicable Laws. This suspension right is in addition to any other rights or remedies we may have under this Agreement or applicable Laws.

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(4.c) No Sale or Rental of Property

You specifically acknowledge and agree that at no point under this Agreement do we or will we be considered to purchase, rent or otherwise take title to any Properties. We are solely a technology provider, assisting you in the offering for rent, display, marketing, promotion and distribution of Properties. We are not Guests.

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5. AUTHORISED AGENT OF OWNER

If you are not the owner of the Property, you represent and warrant to us that you are authorised to perform your obligations under this Agreement on the Property owner’s behalf (including without limitation that you have the express and unconditional authorisation from the owner to deal with the Property and create a Listing for it and to offer it for rent without us having any obligation to verify this). For the purpose of this Agreement, “you” will also mean the owner of any Property on whose behalf you are acting, as well as the entity or company agreeing to this Agreement. If you are not the owner of the Property, you further agree that you and the Property’s owner will be jointly and severally liable under this Agreement.

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6. PROPERTY CONTENT

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(6.a) General Obligations

You will provide Property Content to us through your Dashboard or by filling in certain forms that we will make available to you in accordance with the formatting and standards provided by us, including standards provided via the bookusdirect Platform. You grant us a worldwide, royalty-free, transferable, sub-licensable, right to use, copy, sublicense, display, exhibit, edit and translate the Property Content or portions of it as we consider necessary to fulfil our obligations to you and to market, advertise, distribute and promote the Property including, if applicable via other websites and platforms such as, but not limited to, Social Media and News platforms. Our right to use the Property Content also includes a right to make modifications: (i) as necessary for technical or formatting purposes; (ii) to correct obvious minor errors, such as typographical errors; or (iii) if we learn that certain portions of the Property Content are inaccurate. Except for the above, we will display the Property Content as you provide it. You will retain all Intellectual Property Rights in the Property Content, except for the licence granted in this clause 6; provided, however, that if we translate Property Content, we will own all Intellectual Property Rights in such translations.

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(6.b) Property Content Warranty

You represent and warrant that: (i) the Property Content will at all times be true, accurate and complete and relate to a genuine property; (ii) the Property Content will comply with all applicable Laws, including without limitation Laws governing misleading advertising and Laws prohibiting the infringement or misappropriation of third party’s Intellectual Property Rights; and (iii) you have all rights, licences and permissions necessary to supply all Property Content, including licences from the creators and/or owners of Property Content, such as photographers.

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(6.c) Updating Property Content

You will periodically review Property Content and will update Property Content on a daily basis (or such more frequent basis as may be required to make sure it is accurate, complete and that it complies with the warranty at the above paragraph). You may make changes to Property Content via your Dashboard or the bookusdirect Platform at any time, which may include adding or removing Listings, updating calendars and increasing or decreasing Rates, as long as you do not breach any provision of this Agreement in doing so. Unless otherwise agreed to by us in writing, you are solely responsible for making all updates to the Property Content.

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(6.d) Exclusion of Liability

We may, but are not required to, monitor Property Content. You acknowledge and agree that our display of Property Content is not a warranty or guarantee about any or all of the Property Content, including as to the legality or desirability of travel to the Property or any other matters, the confirmation and provision of which is and will remain your sole responsibility.

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(6.e) Content Policy

By posting content on the bookusdirect Platform, you agree to abide by this policy. We reserve the right to remove any content, in whole or part, that violates this policy, our Terms of Service, or our Privacy Policy, or for any other reason at our sole discretion. In the event of repeated or severe violations, we may suspend or permanently deactivate the User’s account(s) in question. You can report the content directly or contact us to report content that appears to violate this policy by email at hello@bookusdirect.io. The following content is not allowed on the bookusdirect Platform as a whole, including Property Listings:

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• Content created solely for the purpose of advertising or other commercial content, including company logos, links, or company names

• Spam, unwanted contact, or content that is shared repeatedly in a disruptive manner

• Content that endorses or promotes illegal or harmful activity, or that is sexually explicit, violent, graphic, threatening, or harassing

• Content that is discriminatory, or racist, or offensive to others

• Content that attempts to impersonate another person, account, or entity

• Content that is illegal or that violates another person’s or entity’s rights, including intellectual property rights and privacy rights

• Content that includes another person’s private or confidential information

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7. COMPLIANCE WITH LAWS; CONDITION OF PROPERTY

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(7.a) General Compliance

In addition to the above warranty, you represent, warrant and agree that you will at all times comply with all Laws applicable to the Property, the Listing, your performance under this Agreement, your rental of the Property, the fulfilment of Bookings and your business in general. Without limiting your other obligations, you will obtain and maintain all licences, permits and permissions required by applicable Laws and will keep and maintain the Property in good condition and otherwise in accordance with all local applicable fire and health & safety Laws. You further specifically agree to comply with all applicable Laws governing the collection, storage and processing of Personal Information. 

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(7.b) Our Obligation

We will also comply with all Laws applicable to our performance under this Agreement and to our business.

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8. RATES

We will distribute Rates in accordance with the Rates you input on the bookusdirect Platform and Dashboard for the applicable Property so, without prejudice to your general obligations, warranties and representations at clause 6 above, you will ensure such Rates are accurate and up to date at all times.

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9. BOOKINGS, COMPLAINTS, AND CANCELLATIONS

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(9.a) Confirmation

Irrespective of the Services provided by us, when a Guest makes a Booking via the bookusdirect Platform, you receive a booking request or booking confirmation through the bookusdirect Platform that includes the Guest’s name, email address, contact number, and residential address (if applicable), the name and address of the Property, dates of arrival and departure, and the Total Booking Amount. 

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(9.b) Bookings

A Booking is created when a Guest completes a Booking transaction in the case you have enabled the Immediate Booking functionality or you accept a Booking request. You and the Guest will become contractual parties upon a Booking being made and you must, among other requirements, provide the Property in compliance with the terms of the Property Content displayed when the Booking was made. This means, among other requirements, that you may not charge Guests any fees that are not displayed to the Guest as Additional Fees at the time the Booking is made. Changes made to Property Content after a Booking is created will not be binding on the Guest who is already a party to the Booking. We are not a party to any Booking.

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(9.c.1) Cancellations by Host

You may not cancel any Booking (i.e. breach your contract with a Guest for the provision of the Property to them) without reasonable cause (i.e overbooking) whether through the bookusdirect Platform or otherwise. Should you need to cancel a Guest’s booking with reasonable cause you will do this through the bookusdirect Platform. In this case we will be entitled to the full Platform Fee (if applicable), the Guest will receive a full refund, and Refund Charges may be charged to you. 

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(9.c.2) Cancellations by Guest

If a Guest cancels his Booking using the bookusdirect Platform you will receive a notification by email of his cancellation. In this case, a Guest refund will be executed as per the cancellation policy (if applicable) and refund charges (if applicable) may be charged to the Guest in this case. Cancellation fees must always be charged in accordance with the cancellation policy applying to the Property and must be disclosed to the Guest during the booking process before any Booking is made. 

We will not be entitled to a Platform Fee on any Booking cancelled by a Guest for which no cancellation fee is collected by you. If a Guest cancels a Booking and you collect a cancellation fee from the Guest, we will be entitled to a Platform Fee (if applicable). In this case the Platform Fee will only be 50% of the original Platform Fee as stated on our pricing page bookusdirect.io/pricing.

 

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(9.d) Guest Complaints, Damages, Incidents

As between you and us, you will be solely responsible for resolving all Guest complaints, damages, and incidents about your Property or any associated amenities and services. We will not be required to resolve any such complaints, damages, or incidents nor act as an intermediary between you and the Guest in resolving them.

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10. GUEST PERSONAL INFORMATION

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(10.a) Ownership

As between you and us, we will be considered the data controller of all Personal Information collected from Guests via the bookusdirect Platform or in connection with a Booking or a Guest’s stay at your property.

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(10.b) Protection

You and we will each comply with bookusdirect’s Privacy Policy, which is incorporated into this Agreement by reference, with regard to any Guest’s Personal Information collected, stored, or processed by either of us under this Agreement. You must comply with bookusdirect’s Privacy Policy in relation to any Personal Information you receive from us in the form of booking data or otherwise, and for any Personal Information you collect from Guests who are staying at the Property. 

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11. PLATFORM FEE, PAYMENTS, INVOICING, GUEST REFUNDS

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(11.a) Platform Fee

You will owe and pay us monthly in arrear a Platform Fee equal to the number of Bookings you have received in that month. We will be entitled to Platform Fee whether the Guest’s stay is fulfilled or not.

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(11.b) Cancellation Fees, No-Shows, Shortened Stays, Overbooking 

As stated at clause 9 above, we will be entitled to the Platform Fee in the event that you collect cancellation fees from your Guest’s cancellation(s). You must also pay the full Platform Fee in case of Guests no-show. If you cancel a Guest’s Booking, we will be entitled to the full Platform Fee as if the Guest had completed his or her Stay.

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(11.c) Subscription

Pricing for the Subscription Plans are available on the bookusdirect site and can be found at https://www.bookusdirect.io/pricing. Any and all fees paid for Subscription Plans are payable in advance and non-refundable. If you have selected a paid-for Subscription Plan, you expressly agree that we are permitted to bill you the applicable recurring fees together with any applicable Tax and any other charges and that the fees will be either (at your choice): a) billed to the credit card you provide at the time a fee or charge is due and payable; or b) collected by Direct Debit. If for any reason payment is not received, cannot be charged to your credit card or collected by Direct Debit, we shall notify you by email and allow you to rectify the above within seven (7) days. If you do not pay the amount due within seven (7) days, we reserve the right to either suspend or terminate your access to the bookusdirect Platform and/or any Services and terminate this Agreement in accordance with clause 16 below.

(11.d) Increase
We reserve the right to increase the Platform Fee and/or any fees for the Subscription Plans at least once per calendar year. If you do not agree with an increase, you may terminate this Agreement within 30 days after receipt of written notice from us of the increase in Platform Fee and/or Subscription Plans fees. If you do not terminate the Agreement within that time frame and continue using the bookusdirect Platform, you will be deemed to have agreed to the increase.

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(11.e) Taxes

You will be solely responsible for remitting any Taxes to the relevant taxation authorities.

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(11.f) Invoicing

We will invoice you monthly in advance for the Subscription and in arrears for the Platform Fee and any other amounts owed to us in connection with the Services you are receiving. Invoices will be sent via email to the contact information displayed in your Account. Full payment on all invoices is due within fourteen (14) days from the date of invoice. Any amount invoiced by us is due in accordance with these Terms of Service and we may charge interest on overdue amounts to the maximum extent permitted by Laws. 

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(11.g) Payment

You must pay us by Debit/Credit Card, by Direct Debit, by Bank Transfer, or any other payment method that would be made available to you at the time a payment is due and we inform you of such payment being due by email or through the bookusdirect Platform. You will obtain and maintain all necessary authorisations for card or Direct Debit payment and will, in any case, be responsible for any charges imposed by your bank on either Direct Debit or card payment. You must make all payments to us in cleared funds, without any deduction, withholding or set-off, including for any Taxes. 

 

(11.h) Currency

We may, in our sole discretion, invoice you in euros (EUR). Any currency conversion will be at the exchange rate on the invoice date. The exchange rate used shall be the interbank rate (closing rate as used or promulgated by major international financial banks or service companies from time to time as we select in our sole discretion. You will pay us in the currency indicated in our invoice.

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(11.i) Guest Refunds

Guests who cancel a Booking, may receive a refund in accordance with the cancellation policy that applies to that Booking. Any other agreement reached between you and the Guest with regards to a refund does not in any case involve or hold bookusdirect liable. Guest refunds will be executed by us, through the Payment Service Provider. Guest refunds may take up to 10 business days to be executed and may incur refunds charges.

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12. BOOKS AND RECORDS; AUDIT

You agree to keep all books and records regarding the transactions, including without limitation Bookings, contemplated by this Agreement in accordance with generally accepted accounting principles, applicable Laws and standard industry practice. We may, no more than once per Agreement year, audit and inspect such books and records which you will keep at a reasonably accessible place. You agree to make them available during normal business hours. We will bear the costs of any audit and inspection we undertake, unless you have underpaid us (or we have not otherwise received all payments to which we are entitled through no fault of ours) by more than the lesser of 5% or $200, in which case, you will reimburse us for all reasonable and actual costs associated with the audit. Our books and records, including the bookusdirect Platform, will be considered conclusive evidence of the existence and your receipt of the Bookings made by Guests, as well as conclusive evidence of all amounts owed under this Agreement, including our Platform Fee, unless you can provide reasonable and credible counter-evidence.

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13. CONFIDENTIALITY

Neither party shall disclose to any person any information, whether in written or any other form, disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") in the course of the discussions leading up to or the entering into or during the performance of this Agreement and which is identified as confidential or is clearly by its nature confidential ("Confidential Information") except insofar as the Confidential Information: (a) is required by a person employed or engaged by the Receiving Party in connection with the proper performance of this Agreement (but only to the extent that any person to whom the information is disclosed needs to know the same for the performance of their duties and provided the Receiving Party shall be obliged to procure that all such persons are aware of the obligation of confidentiality and undertake to comply with it); or (b) is required to be disclosed by law (provided that where permitted by law, the party disclosing the information shall notify the other party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure shall be made and takes all reasonable action to avoid and limit such disclosure). Confidential Information does not include information which: (a) is generally available to the public otherwise than as a direct or indirect result of disclosure by the Receiving Party or a person employed or engaged by the Receiving Party contrary to their respective obligations of confidentiality; or (b) is made available or becomes available to the Receiving Party otherwise than under this Agreement and free of any restrictions as to its use or disclosure.

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14. TERM, TERMINATION, AND SUSPENSION

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(14.a) Term

This Agreement begins on the date you accept it and continues until terminated in accordance with the terms of this Agreement.

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(14.b) Suspension

We may immediately suspend your access to your Account and/or the bookusdirect Platform and temporarily remove Listings therefrom if you commit a material breach of your obligations under this Agreement. We may, but are not required to, notify you in advance of the suspension. The following will be considered material breaches, but this is not an exclusive list: if (i) you fail to pay any amounts when due; (ii) provide false, misleading, incomplete or inaccurate Property Content; (iii) you fail to fulfil any Bookings in accordance with the Property Content displayed at the time of booking; (iv) you behave in any inappropriate, illegal or unprofessional manner towards any Guest or our employees; (v) we receive a serious complaint from a Guest about your behaviour or the Property; or (vi) we receive a significant number of complaints from Guests about your behaviour or the Property, whether serious or otherwise.

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(14.c) Termination for Cause

We may terminate this Agreement if you commit a material breach of your obligations under this Agreement and, if curable, fail to cure it within five (5) days after the later of: (i) receipt of written notice from us of the material breach; or (ii) suspension under paragraph (b) above. You may terminate this Agreement if we commit a material breach of our obligations under this Agreement and fail to cure such breach within twenty (20) days after receipt of written notice from you thereof.

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(14.d) Termination for Convenience

Either party may terminate this Agreement “for convenience”— i.e. for any reason or for no reason—upon at least 30 days’ prior written notice to the other, provided however, that if you terminate the Agreement under this paragraph (d) and if you have paid the fee for your Subscription Plan in advance, you will not be refunded for any portion of it.

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(14.e) Effect of Termination

Upon termination of this Agreement for any reason, all rights and licenses will automatically terminate. You will honour all Bookings created up to the effective date of termination. Each party will, at the owning party’s option, return or destroy any of the other’s Confidential Information in that party’s possession, except that each party may retain copies of materials containing the other’s Confidential Information to the extent required to comply with applicable Laws or a party’s own record-keeping policies and procedures. Clauses 2, 6(d), 10, 12, 13, 14(e), 15, 16, 17, 18, and 19 will survive termination or expiration of this Agreement, as well as all your obligations with regard to Bookings if any Bookings are booked but not fulfilled before the effective date of termination.

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15. DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK

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(15.a) Disclaimer of Warranties

To the maximum extent permitted by applicable law, we do not give, and hereby disclaim any and all representations or warranties, whether express or implied, in respect of the subject matter of this Agreement, including, without limitation, in respect of the bookusdirect Platform, the Services, and specifically we do not give any warranties of non-infringement, merchantability, fitness for a particular purpose or accuracy and any warranties that access to the bookusdirect Platform will be uninterrupted or error free, that any defects or technical issues will be corrected or that the bookusdirect Platform is free of viruses, malware or similarly harmful code.

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(15.b) Assumption of Risk

We are providing the bookusdirect Platform and the Services “as-is”, as applicable and you agree to assume all risk associated with your use of the bookusdirect Platform and the Services. You specifically acknowledge and agree that transmission of information over the Internet is inherently insecure and not confidential and that we do not guarantee your transmission will not be intercepted, hacked or decrypted. You further acknowledge and agree that we do not guarantee the accuracy of any information or content on any third-party platform.

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16. INDEMNIFICATION

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(16.a) By You

You will indemnify, defend and hold harmless us, our affiliates, our members and owners, and their respective officers, directors, employees, successors, assigns, agents and representatives (“bookusdirect Indemnitees”) from and against any Claims brought or asserted against any of them by a third-party, including any Guest, and any Losses incurred by any of them as a result of such third-party Claims to the extent arising out of or relating to: (i) your breach of this Agreement, including your failure to comply with applicable Laws or pay amounts when due, and the provision of inaccurate, infringing or misleading Property Content; (ii) the fulfilment (or your failure to fulfil) any Bookings; (iii) any Claims or Losses, death or bodily injury asserted, incurred or suffered by a Guest or other third-party while at a Property, including as a result of your breach of a Booking; (iv) any Taxes that a governmental authority determines are owed.

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(16.b) By Us

We will indemnify, defend and hold you, your affiliates, members, owners, and their respective officers, directors, employees, successors, assigns, agents and representatives harmless from and against any Claims brought or asserted against any of them by a third-party and any Losses incurred by any of them as a result of such third-party Claims to the extent arising out of or relating to infringement of any Intellectual Property Right by the bookusdirect Platform when used by you as permitted in this Agreement.

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(16.c) Indemnification Procedure

Either party (“Notifying Party”) will notify the other party ("Indemnifying Party") in writing, as soon as is reasonably practicable, of any claim about which the Notifying Party may be entitled to claim under the indemnity. The Notifying Party will cooperate fully in the defence of any claim, including by providing any relevant information or documents, at the indemnifying party’s expense. bookusdirect will have control over the defence and settlement of any Claim.

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17. LIMITATION OF LIABILITY

Subject to our indemnification obligations set out above, bookusdirect will not, be liable to you in contract, tort (including negligence), pre-contract or other representation (other than fraudulent or negligent misrepresentations) or otherwise for: a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); or b) any special, consequential, or indirect loss, whether or not such losses were known to the parties at the commencement of this Agreement. This limitation extends, without limitation, to any such loss arising out of or relating to your access and use of the bookusdirect Platform or our provision of Services. In addition, and subject to our indemnification obligations set out above, you specifically acknowledge and agree that the bookusdirect Indemnitees’ total liability under this Agreement will not exceed the Platform Fee or Subscription Plan paid by you to us in the twelve months immediately preceding the events giving rise to the applicable Claim.

 

We shall allow you and the Guest to enter into a relationship, so that any contractual relationship which may exist between the parties shall be binding only on you and Guests to the exclusion of us.

 

Consequently, as we are considered as being outside the scope of the relationship that may arise and exist between you and the Guest, it is expressly agreed that we shall in no way be liable to you and the Guest or third parties within the framework of this relationship, as any liability of us is strictly limited to simply placing you and the Guest in contact with each other. bookusdirect acts as a simple intermediary in relation to the Services offered between you and the Guest.

 

You guarantee us against any recourse on the part of the Guest or a third party that may occur as a result of the contractual relationship between you and the Guest.

 

Regarding any possible liability of us, which is limited to simply placing you and the Guest in contact with each other, such liability may only be sought in the case of gross or willful negligence on the part of us.

We disclaim any liability in the event of a breakdown, or the total or partial interruption of the Services.

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18. GOVERNING LAW AND JURISDICTION

The validity, construction, and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and interpreted in accordance with the law of Luxembourg. Each party irrevocably agrees to the exclusive jurisdiction of the Luxembourgish courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or the legal relationships established by this Agreement. 

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19 GENERAL

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(19.a) Assignment

Neither party will assign (including by way of a charge or declaration of trust) sub-license or deal in any way with this Agreement or any of its rights under this Agreement, without the prior written consent of the other party, such consent not being unreasonably withheld or delayed, provided that we will have the right to assign this Agreement to a subsidiary, holding or parent company (and any of their subsidiaries) of ours without your consent on written notice to you.

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(19.b) Notices

Any notice given under this Agreement shall be in writing in English and served by email. In the case of bookusdirect, notices shall be given to its Legal Department at the address displayed on the bookusdirect Platform. In your case, notice shall be sent to the email address displayed in your Account. Any such notice shall be deemed to have been served at the time of delivery.

  

(19.c) Entire Agreement 

This Agreement constitutes the entire agreement and understanding between you and us with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, offers, undertakings or statements regarding such subject matter, whether written or verbal.

 

(19.d) Variation 

Except as expressly stated, this Agreement may only be amended by a written document signed by both you and us.

 

(19.e) Severability

If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The parties will replace the invalid or unenforceable provision by provisions that are valid and enforceable and that have, to the greatest extent possible, a similar effect as the invalid or unenforceable provision, given the contents and purpose of this Agreement.

 

(19.f) No waiver 

The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

 

(19.g) Third party right 

Except as expressly set out in this Agreement, a person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.

 

(19.h) Changes to Terms 

We may modify this Agreement at any time and any changes we may make will be posted on this page and, where appropriate, notified to you by email. Please check back frequently to see any updates or changes to this Agreement. Where we make material changes to This Agreement, you must indicate your objection to these changes in writing to us within 30 days after such changes come into force or the modifications will be deemed accepted by you and the Agreement accordingly amended.

If you have any questions regarding these Terms of Service, please contact us.