TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”), govern the legal relationship under which Jumeirah International LLC (“Jumeirah”, we”, us”, our”), will provide you (“you”, “TPI”) access to our Jumeirah Business Connect.

INTERPRETATION AND DEFINITION

In these Conditions (save as expressly provided or unless the contact otherwise requires) the following words and phrases shall have the following meaning:

“Agreement” means these Terms and Conditions, the DPA, and the Privacy Policy;

“API” means the application program interface which enables the TPI to access the Jumeirah Hotel Booking Service Direct Connect;

"BAR" or "Best Available Rate" means the Rate as notified to the TPI from time to time via the Central Reservation System;

“Booking” means a booking for the Hotel made by the TPI via the TPI Point of Sale;

"Central Reservation System" or “CRS” means the Hotel's central reservation system, access to which shall be made available to the TPI via the connectivity method;

“JBC or “Jumeirah Business Connect” means Jumeirah B2B Portal;

“Client” means trade clients who resell “Rooms” to “Guests”;

“Customer” means any and all person(s) who book the Hotel via the TPI;

“DPA” means the Data Processing Agreement of Jumeirah as amended from time to time;

"Force Majeure Event" means any cause preventing either party from performing any or all of its obligations and which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented;

“Guest” means an end user who has booked a Room at the Hotel via TPI’s Point of Sale;

"Hotel" means the Hotel or Hotels owned and/or managed by Jumeirah;

"Intellectual Property Rights" means patents, inventions (whether patentable or not), trade marks, service marks, logos, trade names, domain names, database rights, design rights, rights in know-how, confidential information, trade secrets, copyrights, moral rights and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered and including applications for the grant of any such rights and any and all forms of protection having equivalent or similar effect anywhere in the world and any rights under licenses in relation to any such right;

"J.com" or "Jumeirah.com" means the website www.jumeirah.com;

“JBC or “Jumeirah Business Connect” means Jumeirah B2B Portal;

"Privacy Policy" means the Privacy Policy of Jumeirah as amended from time to time;

"Rates" means the rates for the Hotels available to TPI;

“Reservation” means a request for a Room reservation which is communicated to the Hotel through the CRS;

“Room” means room accommodation at the Hotel;

“Terms and Conditions” means these Terms and Conditions, and which may be amended from time to time;

"TPI" means any entity appointed by Jumeirah to onward distribute the Hotel in accordance with these terms and conditions;

“TPI Point of Sale” means (i) websites operated by TPI and its Affiliates for other businesses to use to make Bookings and which are only accessible with passwords issued by TPI; (ii) XML connections between TPI and its trade clients’ travel websites; or (iii) any other distribution method whereby TPI supplies to trade clients for onward sale;

"UAE" means the United Arab Emirates; and

Access to Jumeirah Rates
1. Subject to the TPI complying with the terms and conditions of this Agreement, Jumeirah hereby grants to TPI, a non-exclusive, non-transferable right, to access and use the system solely for the purpose of promoting, selling and distributing the Hotel.
2. Jumeirah will issue the TPI with a login ID and password for JBC to enable the TPI to make and amend Bookings.
3. Jumeirah will grant access to the Hotel rates via promo codes for API to enable the TPI to make and amend Bookings.
4. Jumeirah may suspend access to the system (acting reasonably and with prior written notice where possible) because of maintenance works, security reasons, or afforce Majeure Event, with no liability for the same.
5. Jumeirah reserves the right to restrict TPI’s access to the system if, in Jumeirah’s reasonable opinion, the volume of queries originating from the TPI’s use is unduly burdening the system, creating capacity issues, or resulting in additional costs. Jumeirah shall notify the TPI of any such restrictions.
TPI obligations
TPI agrees:
1. to use reasonable endeavor's to promote and market the Hotel;
2. to co-operate with Jumeirah on all matters relating to the Hotel and provide in a timely manner such information as Jumeirah may reasonably request;
3. to ensure that the TPI Point of Sale and other publicity materials are correct in their description of the Hotels and their facilities available for the Guest during the Booking period;
4. that all Bookings made using its unique password are bona fide and that it will take appropriate steps to keep its unique password secure;
5. to provide Customers with a full copy of the booking conditions applicable to a Booking ;
6. to notify Jumeirah of any special requests to the Customer’s booking in the comment field promptly to enable Jumeirah to see if the request can be facilitated but in no circumstances to guarantee any special request to the Customer; and
7. to refrain from making speculative, false, dummy or fraudulent Bookings. By placing a Booking, the TPI accepts financial responsibility for the Booking, including liability for any fraudulent Booking. If a Booking is interpreted by Jumeirah as a fraudulent Booking, Jumeirah reserves the right to cancel any reservations made for this purpose without liability.
Making and Managing Bookings
TPI shall:
1. ensure that all Bookings must be made via the TPI Point of Sale, API and JBC, unless otherwise agreed;
2. ensure that amendments and cancellations to Bookings are made via the TPI Point of Sale , API or JBC; and
3. provide the Customer with vouchers or reservation confirmations for stays at the Hotel. These vouchers or reservation confirmations must be presented to the Hotel.
Rates and Payment Terms
1. The Hotel will make available the Rates, room availability, booking terms (including but not limited to cancellation terms and fees) and inventory information on the CRS from time to time. TPI shall be responsible for any connectivity (and associated costs) to connect their systems to the CRS and any connectivity errors due to the default of the TPI’s system.
2. The Rates payable by the TPI to the Hotel and currency for payment under the terms and conditions of this Agreement are (unless expressly stated otherwise in the CRS) non-commissionable, per room per night and exclusive of service charges, municipality fees, all taxes and any other similar charges or fees. The Hotel will inform the TPI of the then-applicable service charges, municipality fees, all taxes and any other similar charges or fees (and any changes thereto during the term of this Agreement). The Hotel will be solely responsible for the accuracy of such tax rate information and for timely remitting to the proper taxing authority all applicable taxes.
3. The Rates are only applicable to Guests travelling on an individual basis and are not applicable to groups of ten (10) rooms and above (five (5) rooms and above for the Burj Al Arab), trade missions, exhibition delegates or corporate travelers.
4. TPI shall calculate the selling price offered to its Clients by ensuring the Rate for any Hotel is sold on at a marked up rate together with the inclusion of all applicable Taxes. For the avoidance of doubt, no Client of TPI shall be made aware of the Rate at which the Hotel is provided to TPI by the Hotel. TPI acknowledges and is aware of the Hotel’s “Best Rate Guarantee” and further TPI shall use reasonable efforts to inform third parties of the Hotel’s “Best Rate Guarantee”.
5. CRS is dynamically updated throughout each day and the Hotel reserves the right to increase or decrease the Rates and allocation of Rooms available to the TPI in its sole discretion.
6. All Rooms are subject to availability and the Hotel reserves the right to open and close availability of its rooms at any given time.
7. Any amounts payable by the TPI, shall be exclusive of any tax, including VAT.
8. Where VAT is payable by the TPI, the consideration for the supply (VAT exclusive) shall be increased by an amount equal to the amount of VAT applicable at the prevailing rate at the time the supply is made (additional VAT amount).
9. The TPI will provide the Hotel with a virtual/credit card for each Reservation. The Hotel will be entitled to charge the credit card provided by the TPI for the applicable Rate and taxes in advance as previously confirmed via the CRS.
10. The TPI agrees that to the extent it fails to pay for any Guest stay, the Hotel reserves the right to require such Guest to pay its account in full from its own funds.
11. Any costs and/or expenses for additional services and/or products not included in Reservations via CRS (including but not limited to Room upgrades, fees collected by Hotel, food and beverage, spa, etc.) shall be collected by the Hotel directly from the Guest. The Hotel will not honor any requests from Guests that may result in the TPI refunding any portion of the Rate to the Guest without first confirming with the TPI that such requests are acceptable.
Responsibilities of the TPI
1. TPI shall notify the Hotel of any claims brought by a Guest against TPI and provide the Hotel with copies of all correspondence relating to such claim.
2. The TPI must promptly notify the Hotel of any disputes, refunds or compensation involving the Hotel. The Hotel shall not be responsible for any refund or compensation unless it has given its prior written approval for such refund or compensation.
3. The TPI agrees that in the case of death, disease or bodily injury to Guests or loss or damage to Guest property where it is possible the Hotel may have any liability, it is a requirement of the Hotel’s insurers that they have control over any negotiations which take place affecting any liability of the Hotel.
Intellectual Property Rights
1. TPI acknowledges and agrees that ownership of all rights in and to the Hotel's Intellectual Property Rights shall at all times remain vested in and belong to the Hotel and that all usage accrues for the sole benefit of the Hotel.
2. The Hotel acknowledges and agrees that ownership of all rights in and to the TPI’s Intellectual Property Rights shall at all times remain vested in and belong to the TPI and that all usage accrues for the sole benefit of the TPI.
3. TPI shall not use or permit the use of any of the Hotel's Intellectual Property Rights including names, brandings and/or logos or any identifiable mark of the Hotel, for any purpose whatsoever, without the express prior written consent of the Hotel.
Indemnity
The TPI shall indemnify and keep indemnified the Hotel, their subsidiaries, associated companies, officers, employees, agents and contractors in full against all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever awarded against or incurred or paid by the Hotel as a result of or in connection with:

(a) a breach by the TPI of any provision of the terms and conditions of this Agreement;

(b) a breach by the Hotel of a contract with a third party where the Hotel's breach is a direct result of a failure of the TPI to perform any or all of its obligations under the terms and conditions of this Agreement;

(c) a claim by a third party for an infringement (or alleged infringement) of an Intellectual Property Right of that third party where the infringement is a result of the TPI; and

(d) any grossly negligent or willful misconduct of the TPI or its officers, employees, agents or contractors.
Termination
Jumeirah reserves the right to withdraw access to the TPI Point of Sale, API or JBC and terminate the terms and conditions of this Agreement with immediate effect in the event of a breach of these terms and conditions. Either party shall be entitled to terminate this agreement at any time by giving thirty (30) days’ written notice to the other party.
Data Protection
1. Each Party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
2. To the extent that personal data is processed when the TPI uses the CRS, the parties acknowledge that each Party is a data controller, and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
Confidentiality
Both parties and their officers, employees, agents and any subcontractors appointed by it in accordance with the Agreement, shall treat all product, Guest or business information submitted to it by the other party, including the Agreement and anything connected with the Agreement (including but not limited to, Best Available Rates. Rates or any information of a confidential nature about the Hotel's business), at all times as confidential information and shall not disclose it to any third party without the other party’s prior written consent or use it for any purpose (including making any announcements as to the existence of the Contract) except where authorised in writing by the other party to do so. This obligation will not apply to any such information which:(i) comes into the public domain other than by a breach by the receiving party; or (ii) comes into the receiving party’s possession without any obligation of confidence and the receiving party can prove that this is the case; or (iii) is required to be disclosed as a matter of law.
Force Majeure
1. Other than in respect of payment obligations under this Agreement, neither party shall be deemed to be in breach of this Agreement or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under the Agreement to the extent that the delay or non-performance is entirely due to a Force Majeure Event.
2. Neither party shall be entitled to claim a Force Majeure Event for any actions or circumstances caused by the party's own fault or negligence.
Governing law and Jurisdiction

This Agreement and any dispute shall be governed by and construed in accordance with the laws of the Emirate of Dubai, UAE and the federal laws of the UAE applicable therein. The parties hereby submit to the exclusive jurisdiction of the courts of Dubai, UAE.