Agreement Terms and Conditions

General Clauses

These general terms and conditions (the “Terms”) are an integral part of the Agreement (the “Accommodation Facilities Agreement”, which together with the Terms, form the “Agreement”) between the bookingbility Srl and the Accomodation Facilities (each defined as “Part) or collectively as “Parts”)

1. Definition

In addition to the terms that will be defined in this present Agreement, the following definitions fall within it.

“Customer Support”: bookingbility Srl’s customer service available at the email host@bookingbility.com or other addresses that will be provided in this agreement.

“Offline Channels”: means channels that do not include the use of Internet, such as bookings made in person at the reception of a facility, or by telephone, or through a travel agency, or by category association.

“Intellectual Property Rights”: any patent, copyright, invention, right to databases, design right or model, registered trademark, trade name, brand, logo, registered trademark of services, know-how, utility model, unregistered design or model, or where relevant, any application of such rights, know-how, trade name or social reason, domain name, other rights or similar constraints, whether they are registered or not, or other industrial or intellectual property rights that exist anywhere in the world or in the jurisdiction of the world.

“Extranet”: the online system to which the Accommodation Facility (after having identified username and password) can access the https://extranet.bookingbility.com web site to upload, modify, verify, update and/or correct the Accommodation Facility Information (including rates, availability) and bookings.

“Major Force”: includes any of the following events involving more than one guest and more than one Accommodation Facility: extraordinary events, volcanic eruption, disaster (natural), fire, (acts of) war, hostility or any kind of local or national emergency, invasion, observance of any order or request from a port authority, national, provincial or public of any kind, intervention or rule of law, military action, civil war, terrorism, explosion (biological, chemical or nuclear, rebellion, revolt, insurrection, strike, civil disorder and material or substantial threat or justification for any of the aforementioned events, interruption of the transport service, closure of airports or all such events, circumstances or exceptional/catastrophic emergencies that make it impossible or illegal or that prevent the Guest from reaching or staying at the Accommodation Facility. In general, reference is made to ARt. 1467 c.c.

“Not Published Online”: means not published online.

“Guest”: a visitor of the platforms, a client or a guest of the Accommodation Facility.

“Satisfied or Reimbursed”: a clause in which the guest receives a refund of the reservation from the accommodation facility only if the accommodation facility, after the reception of the guest, does not respect the type of accommodation, the conditions of accessibility and specialty support needs, services offered both for the room and accommodation facility, cancellation policy and all this is stated and advertised on Bookingabiliyt.com or any other site linked to it.

“OTA”: means a lnline booking service that is not controlled, directly or indirectly, by the Accommodation Facility or by the hotel chain to which the Accommodation Facility belongs (whether or not part of it).

“bookingbility Srl Platform”: the website (or websites), applications, tools, platforms or other devices of bookingbility Srl through which the service is made available.

“Published Online”: made available to the general public online by any means. For rates, the publication includes a real-time view or sufficient details so that the consumer can calculate the rate (for example, a 30% discount or discount of € 15)

“Online Adverts”: means advertisements made to the general public through any means, including mobile apps,. This definition specifically excludes email, SMS, and communications by instant messages that are not addressed to the general public.

“Sepa Direct Debit” (SDD, ex RID)” the Accommodation facility requires its own bank to authorize bookingbility Srl to withdraw money from their bank account directly.

“Platform”: means the website (or websites), application, tools, platforms and/or other devices of bookingbility Srl, its affiliates and business partners through which the service is made available.

“Service”: the bookingbility Srl online booking system through which Accommodation Facilities make their rooms available and Guests can make reservations to the above mentioned facilities.

“System”: the system that the Facility can access to use the services and features and to manage the Facility on the Platform (including rates, booking conditions, etc.).

2. Accommodation Facility Obligations

2.1 Accommodation Facility Information

2.1.1 The data provided by the Accommodation Facility for inclusion in the Platforms should contain information about the facility (including images, photographs and descriptions), the structures and the services offered, accessibility data and special requirements that they satisfy, room availability, details on available rates (including all applicable fees, taxes, supplements, and skills), availability, cancellation, no-show and other rules and restrictions (the “Accommodation Facility Information) and must comply with the formats and parameters proposed by bookingbility Srl.. Accommodation Facility Information will be free of telephone, fax and/or email addresses (including Skype), and website/application/social networking sites (including Twitter and Facebook) that make a direct reference to the Accommodation Facility, websites, applications, platforms, tools or other devices of the Accommodation facility, or third party websites, applications, platforms, tools and devices. bookingbility Srsl reserves the right to modify or to not insert any information deemed incorrect, incomplete or that violate the terms and conditions of this Agreement.

2.1.2 The Accommodation Facility declares and agrees that the Accommodation Facility Information will be absolutely truthful, accurate and not misleading. The Accommodation Facility is responsible at any time for correctness and updating of the Accommodation Facility Information, including those relating to the availability of additional rooms at certain times and during extraordinary situations or events (for example, renovations or constructions made in the facility or in its immediate vicinity). The Accommodation Facility will have to update the Accommodation Structure Information on a daily basis (or even several times a day) and can change through Extranet at any time (i) available room rates and (iii) the type and number of rooms available.

2.1.3 The information provided by the Accommodation Facility on the bookingbility platform will remain exclusive property of the Accommodation Facility. Such information may be corrected, modified or translated into other languages by bookingbility Srl according to the information provided during registration. The content possibly modified or translated will be used exclusively by bookingbility Srsl on its own platform and third-party platforms for marketing and/or affiliation. The Accommodation Facility commits to not use it (in any way or form) for other distribution and sales channels or for purposes other than those established by this Agreement. Once the facility is published, any change regarding the information offered by the Accommodation Facility, may be made independently by the Accommodation Facility, but this will be authorized and published only after specific authorization and consent by bookingbility Srl..

2.1.4 Unless otherwise stated by bookingbility Srl., any changes, updates and/or corrections to the Accommodation Facility Information (including rates, room availability) shall be made directly online by the Accommodation Facility through Extranet or other modes that bookingbility Srl. may indicate. Updates and changes regarding images, photographs and descriptions will be examined and authorized by Booking ability Srl in the least amount of time possible.

2.2 Rates and Minimum Assignment

2.2.1 The Accommodation Facility, if not obligated and when possible, will try to provide bookingbility Srl the same conditions and rates published on their website. Of course, following the same Conditions and Rates, it means to offer equal or better rates for the same Accommodation Facility, for the same type of room, for the same dates, for the same type of beds and for the same number of guests; equal or better services or extra (for example free breakfast, WiFi, early or late check-out); equal or better restrictions and conditions (for example, booking changes and cancellation conditions, such as made available by the facility).

The Accommodation Facility is free to apply different Rates and Conditions to:

• Offers from other OTA

• Offers via Offline Channels, provided that such rates are not posted and/or published online on their website

2.2.2 Minimum Assignment: The Facility commits to make available a minimum number of rooms for booking through the Platform, at least equal to the number of disabled rooms available in the Accommodation Facility.

2.2.3 Restrictions and conditions (including room price) for the rooms made available on the bookingbility Srl Platform will be at any time in compliance with the provisions of Clause 2.2.1 and valid for all parties involved (including customers).

2.2.4 bookingbility Srl will be able to offer a discount on the price of the room that will have to be agreed upon with the Accommodation Facility for a limited number of users.

2.3 Commissions

2.3.1 Each time a guest books a room through the platform, the Accommodation Facility will pay bookingbility Srl a commission (the “Commission”), calculated in accordance with the provisions of Clause 2.3.2. The payment will be carried out in accordance with Clause 2.4.

2.3.2 The total Commissions for the booking will be proportional to: (i) the number of nights the Guest will spend at the Accommodation Facility, (ii) the room rate charged per night including VAT, sales tax, and all other taxes or national, government, provincial, state, municipal or local levies (the “Taxes”) and all other allowances, fees and surcharges which, when booking the room, are included in the rates offered to the Guest and present on the Platforms such as breakfasts, meals with half board or full board, late check-out and early check-in fees, surcharges for people and extra beds, and any other paid services, (iii) the number of rooms booked by the Guest and (iv) the percentage of the Commission established in the Agreement in addition to VAT/fees if applicable. To avoid misunderstandings, in the event that the Guest pays the room price to the Accommodation Facility, in accordance with Clause 4.4 (Payment model Managed by bookingbility Srl), bookingbility Srl will evaluate the Commissions in case of no-shows or cancelation, in accordance with Clause 4.4.8. In all other cases, the Commissions will also apply in the case of overbooking or no-shows (except in the case that the Accommodation Facility notifies bookingbility Srl of the no-show with 2 business days of the arrival date of the Guest) and cancellation charges (ie a cancellation made outside the time limits set by the Accommodation Facility), and will be calculated based on the confirmed reservation.

2.3.3 Where not specified otherwise in the Agreement, the rates for Guests indicated on the Platform will include VAT, sales tax, expenses and all other levies (national, government, provincial, state, municipal or local), levies or expenses (so that all these taxes and levies can be calculated in advance without need for further information).

2.3.4 In the event that it is necessary to correct or put into force the applicable law to the rules and legislation applicable to the Accommodation Facility, the rates indicated to the Guests must include VAT, sales tax and every other tax (national, governmental, provincial, state, municipal or local) or levies; in addition, the Accommodation Facilities can correct as soon as possible the rates via Extranet in accordance to the terms established in Clauses 2.1.2 and 2.1.4 but, in any case, within 5 business days starting from (i) the modification or entering into force of the law in question, the laws and regulations applicable to the Accommodation Facility itself or (ii) notification by bookingbility Srl.

2.3.5 The Extranet shows the details of the booking made at the Accommodation Facility via the Platform and the corresponding Commissions. Within the 5th day of each month, the billing for the previous month is presented on Extranet in the section “Accounting”.

2.4 Commission Payment

2.4.1 The Commissions on monthly booking fees, which refer to the guest’s check-out date in that month, will be invoiced and paid the following month according to the following terms:

1. The invoices will be issued on a monthly basis and will be present and downloaded from the Accommodation Facility in the appropriate “Accounting” section on the Platform.

2. The Accommodation Facility will have to pay the invoiced Commissions in a month within 14 days from the date of issue of the invoice.

3. The Accommodation Facility will have to pay directly to bookingbility Srl via SDD or, in the case that such method of payment is not provided by the bank through which the payment is realized, by wire transfer (on a bank account communicated by bookingbility Srl) or via the Payment Model Managed by bookingbility Srl, in the terms established by Clause 4.4. bookingbility Srl may also request payment of the Commissions through a credit card under the name of the Accommodation Facility. In this case, the Accommodation Facility will place on the Platform the Credit Card assigned to it, authorizing bookingbility Srl to make withdrawals for the Commissions. To avoid doubt, bookingbility Srl will not take into consideration and will not accept other forms of payment (such as checks or cash or other forms of payment not traceable). The expenses incurred by the bank for the transfer of money will be at the expense of the Accommodation Facility.

4. On the basis of this Agreement, the Commissions payments shall be free of deductions or reimbursements and shall also be free of tax deductions, levies, expenses, fees and any kind of withholdings imposed by governmental authorities, fiscal or other kind. In event that the Accommodation Facility is obliged to apply deductions or withholdings, it will have to pay Bookingbility Srl an additional sum necessary to ensure that Bookingbility Srl receives the total (net) amount established on the invoice that Bookingbility Srl should have received without deduction. The Accommodation Facility is responsible for the payment and the collection of taxes, levies, expenses, fees and deductions in addition to the total (net) payment of the Commissions due to Bookingbility Srl.

5. The monthly Commission must be paid by the Accommodation Facility in the currency (and, if applicable) at the exchange rate) specified on the invoice. Bookingbility Srl maye, in its sole discretion, fill out invoices in one of the major currencies (e.g. EUR/USD) or in the currency of the Accommodation Facility and then convert the final amount into the local currency or into one of the major currencies at the valid rate of exchange on the last day of the month to which the bill refers (and not to the valid day of check-out). The exchange rate used is the interbank rate (closing at 4:00pm EST) used or published by the major international financial banks or service companies selected from time to time by Bookingbility Srl.

2.4.2 The Accommodation Facility is responsible for the withholding or potential tax reporting applicable to the Commission due to Bookingbility Srl (or, according to Clause 2.4.1 d) in accordance with the tax regulations, practices and requests provided by the tax authorities. The responsibility for the payment and remittance fees applied to the Commission (and its payment) are borne by the Facility, including potential interests, late payment fee penalties imposed by the tax authorities in the event of missing withholding or tax reporting applicable to the Commission. If required, the Facility will be solely responsible for the negotiation and the agreements with the relevant tax authorities regarding the tax treatment of the Commission and its payment. Upon request by Bookingbility Srl, the Facility will provide copies (photographic or scans) of the documents relating to the payment of fees/exemption from the taxes or any remittance of the Commission. The Accommodation Facility declares and guarantees to be registered with the tax authorities (including the local tax authorities) as a hotel or Accommodation Facility.

2.4.3 In the event of a dispute between the Parties (e.g. regarding the amount of the Commissions), any other amount of the Commissions not object of dispute will be paid in accordance of the Terms of the present Agreement, whatever the condition and legal nature of the dispute.

2.4.4 In the event of late payment, Bookingbility Srl reserves the right to request legal interest, to suspend the service in accordance with the Agreement (for example, suspending the Accommodation Facility from the Platform) and/or require a bank guarantee or other form of financial guarantee by the Facility.

2.4.5 The Accommodation Facility will pay, at the request of Bookingbility Srl, a deposit equal to the amount of at least the sum of the 3 invoices of the highest amount paid to Bookingbility Srl, or equivalent to any other amount as determined by the Bookingbility Srl, at its discretion (the “Deposit”). The Deposit will be withheld by Bookingbility Srl to guarantee the fulfillment of the (economic) obligations of the Accommodation Facility, assumed on the basis of the present Agreement. Upon the expiration of the Agreement, the Deposit or what remains of it as a result of the deduction of unpaid Commissions, outstanding payments or other amounts due to Bookingbility Srl, will be returned to the Accommodation Facility within 30 days of the complete resolution of unpaid debts and liabilities (including the payment of unpaid Commissions). Following the first request by Bookingbility Srl, the Accommodation Facility will pay an additional sum as Deposit if the amount of the Commissions due exceeds the Deposit originally given or if the Accommodation Facility frequently fails to honor the payment of the Commissions. At any time, and during the duration of the agreement, Bookingbility Srl will track the timeliness of payments by the facility and may, at its own discretion, decide to return the deposit to the Facility. The sum of the Deposit will in no way limit the responsibility of the Accommodation Facility in the present agreement. The Deposit will not yield interest.

2.5 Booking, Guest Booking, Complaints, Best Price Guaranteed and Satisfaction or Reimbursement Clause

2.5.1 When a guest makes a booking through the Platform, the Accommodation Facility will receive a confirmation for each booking carried out by Bookingbility Srl. This confirmation will include the date of arrival, the number of nights, the room type (including smoking preferences, if any), room rate, name and address of the Guest (collectively, the “Customer Data”) and other specific requests made by the guest. Bookingbility Srl is not responsible for the correctness and completeness of the information and the dates provided by the Guests or for the commitment of payment of the Guests regarding their booking (online). To avoid misunderstanding, the Accommodation Facility will have to check and verify regularly on the Extranet (at least once a day) the bookings made (or their status).

2.5.2 By making a reservation through the Platform, you establish a direct relationship (and therefore a legal relationship) between the Accommodation Facility and the Guest (the “Guest Booking”).

2.5.3 The Accommodation Facility must accept the Guest as its own contractual part and take charge of the online booking in accordance with the Accommodation Facility Information on the Platform (including the rates) at the time the booking was made and confirmed, without excluding the additional information and/or the requirements made by the Guest.

2.5.4 In addition to the taxes, surcharges and surtaxes indicated in the confirmed booking, the Accommodation Facility will not charge the client any transaction/administration fee or any surcharge on the payment method (e.g. credit card).

2.5.5 Objections and complaints regarding the Accommodation Facility (for the products or services offered, rendered or provided by the facility) or the specific requests made by the Guests must be made known to the relevant Accommodation Facility without the mediation or intervention of Bookingbility Srl. Bookingbility Srl doesn’t hold, and will in no way be held liable for such complaints made by the Guests. Bookingbility Srl may at any time, at its own discretion, (a) offer customer service to a Guest, (b) act as an intermediary between the Accommodation Facility and the Guest, (c) provide, at the expense of the Accommodation Facility, an alternative accommodation of at least equal or greater quality to the one booked in cases of overbooking or other material irregularities, or complaints attributable to the Accommodation Facility, or (d) Assist a Guest in its relationship with or in its actions against the Accommodation Facility.

2.5.6 In the event of a complaint submitted by a Guest regarding the difference between Rates and Conditions between what is advertised on the Bookingbility Platform and what is advertised on the website of the Accommodation Facility, Bookingbility will promptly inform the Accommodation Facility, which will be provided with all of the of relevant details of the complaint. The Accommodation Facility - as far as possible - will be obliged to modify the rate indicated on the Bookingbility Srl Platform, in a order to standardize the Rates.

2.5.7 In the event the Accommodation Facility, after receiving the Guest, does not respect the type of accommodation, the conditions of accessibility and specific needs supported, the services offered both in the room and building, the conditions of cancellation and all what is stated or advertised on the Bookingbility.com Platform or any other site linked to it, the Guest may, in compliance with the Satisfied or Reimbursement Clause, request to Bookingbility.com the reimbursement of the booking by photographic documentation and/or video of what is not respected by the Accommodation Facility. In this case, Bookingbility Srl may request to the Accommodation Facility, which will not be able to oppose it; Compensation for what is paid back to the Guest, as it is contained in Clause 2.4.3, and will suspend from public view the Accommodation Facility until it has made the appropriate corrections and public statements and publications on the Platform. The Accommodation Facility accepts that it will not be able to oppose the provisions of Bookingbility Srl. In general, reference is made to Art. 128 and segg. Of the D.Lgs n. 206 of September 6th, 2005, entitled “Consumption Code”.

2.6 Overbooking, Cancellation and No-show

2.6.1 The Accommodation Facilities are responsible for guaranteeing the booked rooms and, in the event that an Accommodation Facility cannot, for any reason, be able to maintain its commitment under the present Agreement, must immediately inform Bookingbility Srl through Customer Support (host@bookingbility.com: the subject of the email must bear the words “overbooking”). Unless Bookingbility Srl has arranged for an alternative accommodation (it will be the responsibility of the accommodation itself to contact Bookingbility Srl to ensure), the Accommodation facility will do its best to provide, at its own expense, an alternative accommodation of equal or higher quality than the one booked. In the event that no room is available on arrival, the Accommodation Facility will be required to:

1. Find an appropriate alternative accommodation of equal or higher quality than that which was booked by the Guest,

2. Provide a free and private transport service to the alternative hotel for the Guest and all other members listed in the booking and

3. Reimburse and refund Bookingbility Srl and/or the Guest of all the costs and expenses (e.g. alternative accommodation, means of transport, telephone) incurred, suffered and endured by the Guest and/or by Bookingbility Srl as a result of overbooking. Each amount invoiced by Bookingbility Srl in relation to the above mentioned cases must be paid within 14 days of receipt of the invoice.

2.6.2 At the Accommodation Facility, it is not allowed to cancel any online booking.

2.6.3 Cancellations made by the Guests by the date past which payment of the penalty is due will not be subject to any Commission. Cancellations made after this date will result in the payment of a Commission according to the percentage specified in the Terms of the present Agreement.

2.7 Credit Card Guarantee

2.7.1 Except for bookings paid through the Payment Model operated by Bookingbility Srl (for which this Clause 2.7 does not apply), the booking guarantee is based on the credit card information provided by the Guest or the person responsible for the reservation. The Accommodation Facility will accept all major credit cards at any time (including by not limited to MasterCard, Visa, and American Express) to guarantee the booking. Credit card data will not be provided directly to the Accommodation Facility, but will pass through the partnership bank control system of Bookingbility Srl, that through its secure platforms will check your credit card details and preauthorize the amount relating to the cancellation policy. In the event in which the period for cancellation can be canceled freely has ended, the Accommodation Facility will have the right through the Platform to request the payment of the pre-authorized amount. In this case, the amount will be withdrawn from the credit card of the customer via the payment system of Bookingbility which will turn the amount withdrawn on the current concot indicated at the registration phase by the Accommodation Facility, to the net of the commission payable to Bookingbility Srl for the transaction executed and of the denatured transfer costs and pre-authorization remaining at the expense of the Accommodation Facility. However, the Accommodation Facility has the right not to require any advance payment and, if necessary, to cancel the pre-authorization imposed by the Platform. Bookingbility Srl, in any case, will not be held liable if, as a result following the pre-authorization, the Guest credit card has no coverage for the entire booked stay. If the credit card does not meet the guarantee requisites, Bookingbility Srl will invite the guest to make the booking in an alternative way. In the event that the Guest has no chance or intention to do so, Bookingbility Srl may cancel the booking upon request of the Accommodation Facility. If the credit card (or any other guarantee provided by the Guest) is not valid for any reason, the Accommodation Facility will take the consequences at its own risk and danger. Bookings canceled by Bookingbility Srl following the present Clause 2.7.1 will not be covered by Commissions, with the exception of the transactions carried out through the Bookingbility Platform following the pre-authorizations, which will be counted.

2.7.2 Accommodation Facilities that wish to withdraw the amount from the credit card before the check-in date, can only do so through the Bookingbility Srl Platform, and must ensure that the conditions of the advance payment (tax restrictions [special], terms and conditions subject or related to this advance payment) are clearly specified among the information available to the Guests, before they make the booking, and included in the Accommodation Facility Information.

2.7.3 The Accommodation Facility will be responsible for the guest’s charge of the stay, the penalty of no-show or the cancellation of the charge (including the relevant taxes, for which the Accommodation Facility is fully responsible and subject to the competent authorities). The amounts will be withdrawn from the credit cards, from the Accommodation Facilities, through the Bookingbility Srl Platform in the same currency as the booking. In case this is not possible, the Bookingbility Srl Platform, after the request for withdrawal carried out by the Accommodation Facility through the specific control panel on the Platform, will withdraw the amount in a different currency, according to a reasonable and farm exchange rate.

2.7.4 In the event that the Accommodation Facility accepts only cash payments, Bookingabilty Srl will not require the Guest’s credit card information as guarantee.

2.8 Credit Card Data Protection

2.8.1 Each Accommodation Facility is required to observe, and to have its service providers to observe on a regular basis, the requirements, compliance criteria and validation processes provided in the Payment Card Industry (“PCI”) data Security Standard, as commonly used by leading credit card companies.

2.8.2 The Accommodation Facility acknowledges to be responsible for the protection credit card information of the holders who may potentially be in possession of and will be managed in accordance with this Agreement. Bookingbility Srl acknowledges that it is responsible for the protection of the credit card information of the holders through its own Partner Bank which will be managed in accordance with this present Agreement.

2.9 Extranet

The Accommodation Facility will have access to the Extranet of the Bookingbility Srl Platform using the mail and password provided during the registration phase. The Accommodation Facility must safeguard the security and confidentiality of said email and password and will not disclose it to anyone, other than the personnel authorized to use Extranet. In the event of any breach in security and/or any improper use (presumed or proven), the Accommodation Facility shall promptly inform Bookingbility Srl.

2.10 Force Majeure

Faced with Force Majeure cases, the Accommodation Facility will not charge and, if applicable, will refund Guests involved in the above cases, the cost, penalty, expense or any other type of amount (including the penalties charged in the case of rates (non-refundable), no shows, (modifications of) bookings or cancellations) for (i) any cancellation or modification of the booking made by the Guest or (ii) for unused portions of the stay not fulfilled due to aforementioned events. In the event of a justified and reasonable doubt, the Accommodation Facility may request the Guest to provide irrefutable proof of the correlation between the Force Majeure and cancellation, no-show or modification of the booking. Such documentation must also be provided by the Accommodation Facility upon request of Bookingbility Srl. To allow Bookingbility Srl to record any cancellation, no-show or modification of the booking related to the cause of Force Majeure, the Accommodation Facility will inform Bookingbility Srl within 2 business days (a) from the check-out date of the guest who cancelled the booking or did not show or (b) from the actual check-out, in the case of shortening of the stay. Bookingbility Srl will not charge any Commission in the case of no-show, cancellation and early checkout, if related to Force Majeure.

3. License

3.1 The Accommodation Facility hereby guarantees to Bookingbility Srl a non-exclusive right and license (or sublicense when applicable), exempt from rights and worldwide of:

1. Use, reproduce, make reproductions, distribute, sublicense, communicate, make available in any manner and disclose the established elements constituting the Intellectual Property Rights of the Accommodation Facilities provided to Bookingbility Srl by the Accommodation Facility in this Agreement that are required by Bookingabilty Srl to exercise its own rights and to fulfill its obligations under this present Agreement.

2. Use, reproduce, make reproductions, process, distribute, sublicense and use (including, for example, publicizing, modifying, adapting, communicating, reproducing, copying and making available to the public in any manner) the Accommodation Facility Information.

3.2 Bookingbility Srl may authorize the sublicense, make available, disseminate and offer the Information on the Accommodation Facility (including its relevant Intellectual Property Rights), the special offers made available by the Accommodation Facility on the Platform and all those rights and licenses established by this present Agreement through or in collaboration with (the websites, applications, platforms tools or other devices of) affiliated companies and/or third parties (the “Third-Party Platform”).

3.3 In no case shall Bookingbility Srl be liable in disputes with the Accommodation Facility for acts or omissions committed on Third Party Platforms. The only actions allowed to the Accommodation Facility in disputes on Third Party Platforms mentioned above, are the termination of this present Agreement, all in accordance with the Terms of the same, and the request to Bookingbility Srl (that has the right and not the obligation) of (i) deactivate and disconnect from said Third Party Platform or (II) of remove the Accommodation Structure (including the Accommodation Facility Information) from such sites. 

4 POSITIONING, GUEST REVIEWS, MARKETING AND PAYMENT MODEL MANAGED BY BOOKINGBILITY Srl

4.1 Position

4.1.1 The position where the Accommodation Facility appears on the Platform( the “Position”) is determined automatically and unilaterally by Bookingbility Srl. The Position is based on and is influenced by various factors, including, but not limited to, the special need that the Accommodation Facility satisfies, the minimum availability set by the Accommodation Facility, the number of bookings in relation to the number of visits to the site dedicated to the Accommodation Facility on the Platform ( the “Conversion”), the number and the type of guest complaints, the timeliness of Payments by the Accommodation Facility and other factors. 

4.1.2 The Accommodation Facility has the ability to influence its Positioning by leveraging the program “Bella Vista” that will be agreed for certain periods between the parties, that consists in changing to a higher Commission percentage, than the standard Commission, paid to Bookingbility Srl. For the moment such system is automatic, the Accommodation Facility will not make any complaints in disputes with Bookingbility Srl regarding the Positioning of the Accommodation Facility. 

4.2 Guest Reviews

4.2.1 For guests who have stayed in the Accommodation Facility, Bookingbility Srl will require an evaluation of the stay at the specific Accommodation Structure as well as providing a score on certain aspects of the stay. 

4.2.2 Bookingbility Srl reserves the right to make such comments and scores available on the Platform. The Accommodation Facility acknowledges that Bookingbility Srl will make such comments online as exclusive distribution and, therefore, without any obligation to verify. 

4.2.3 Bookingbility Srl is committed to checking and examining the Guest critiques as much as possible so as to avoid obscenities and any references to people’s names. Bookingbility Srl reserves the right to refuse, revise and remove unsuitable reviews that contain obscene or potential references to the names of people. 

4.2.4 Bookingbility Srl will not be involved in discussions, negatiations or relationsihps with he Accommodation Facility regarding published guest reviews, their content or the consequences of publishing or distributing them. 

4.2.5 Bookingbility Srl does not hold itself, nor will be held responsible for the content or consequences of publishing or distributing any comment or review. 

4.2.6 Guest reviews are for the exclusive use of Bookingbility Srl and may be made available on the Platform as set, in temporal terms, by Bookingbility Srl. Bookingbility Srl owns all rights, titles and interests in respect of and against all property rights of guest reviews. The Accommodation Facility can not, directly or indirectly, publish, advertise, promote, copy, acquire, link, integrate, obtain, use, combine, share and otherwise use guest ratings in the absence of a written approval by Bookingbility Srl.

4.3 Online Marketing and PPC Advertising

4.3.1 Bookingbility Srl has the right to advertise the Accommodation Facility using the name (or names) of the Accommodation Facility in online marketing, including the advertising emails and/or pay-per-click advertising (PPC). Bookingbility Srl manages online advertising campaigns at its own expense and at its own discretion. 

4.3.2 The Accommodation Facility is familiar with search engine methods, including spidering of content and URL classification. Bookingbility Srl agrees that, if the Accommodation Facility is aware of a behavior of Third Party Platforms that violates the Intellectual Property Rights of the Accommodation Facility, it will communicate, in detail and writing, the abuse to Bookingbility Srl, which will make every commercial effort possible to ensure that the Third Parties in question find a solution to the violation. 

4.3.3 The Accommodation Facility commits to not take advantage, in any specific way, the Bookingbility Srl Trademark through the purchase of keywords pertaining to the International Property Rights of Bookingbility Srl. 

4.4 Agency Model with Payment Managed by Bookingbility Srl

4.4.1 The Accommodation Facility declares that it has understood and accepts that Bookingbility Srl could - periodically, in some jurisdictions and for certain structures - to offer and facilitate the use of payments methods (alternative) (operated by Bookingbility Srl or by a third party) (each of them defined as “Agency Model with Payment Managed by Bookingbility Srl”) in the case of payment/advance payment of the Room Price (as defined below) by the Guest through a third party (as appointed by Bookingbility Srl; the party that will process the payment will be defined here and thereafter as “Payment Manager”). Such payment for the benefit of the Accommodation Facility may consist (depending on the case) in bank transfers, payments by credit card or other types of online payments, and may be made and managed through the payment platform of the Payment Manager for and on behalf of the Accommodation Facility.

4.4.2 The Accommodation Facility acknowledges and agrees that for each booking the corresponding total amount (including any applicable rates and taxes and even potential costs or additions specified or added during the booking process (for example, breakfast) as indicated to Bookingbility Srl by the Accommodation Facility (except where otherwise indicated by Bookingbility Srl) will be received and managed by the Payment Manager in accordance with the payment terms of the Facility relating to the specific booking, as indicated on the Platform. (Such pament will be defined here and thereafter as “Room Price”). 

4.4.3 The Accommodation Facility declares that is has understood and agrees that Bookingbility Srl may from time to time use the Agency Model with Payment Managed by Bookingbility Srl (including other methods of payment (online), such as virtual credit cards) (i) for the payments/advance payments of the Room Price or for deposit payments made by the Guest to the Accommodation Facility through the Payment Manager, and (ii) for the balance and payment of the Commission due and payable (including the costs of collecting, transferring, conversion and payment of the funds) through the following methods: compensation between the Commission due and payable and other potential amounts due to the Accommodation Facility in dispute with Bookingbility Srl, and the total amount of every price associated with the Room Price managed by the Payment manager. If the funds are insufficient to pay and adjust the payment of all amounts due to Bookingbility Srl, Bookingbility Srl will be authorized to collect the difference through SDD (ex RID) (Sepa Direct Debit), if available, or Deposit, is available. Alternatively, the Accommodation Facility will have to pay the difference, at the request of Bookingbility Srl, via deposit in the bank account as indicated by Bookingbility Srl. 

4.4.4 The Accommodation Facility acknowledges and agrees that it is, at any time, responsible for the collection, transfer, withholding and the payments in dispute with the tax authorities for the relevant taxes, levies, additional charges or applicable surcharges to the Room Price (including taxes, levies, additional charges or surcharges not included in the Room Price), and for the transferring, the withholding and the payment (as expected) to the relevant tax authorities of the fees charged to the Commissions. Unless Bookingbility Srl has indicated that specific taxes, levies, extra costs or additional services (for example, breakfast) or other amounts not included in the Room Price (the “Exclusive Amenities”), the Accommodation Facility will not charge additional amounts to the guest, nor will it request payments or collect any other amount from the Guest that does not already include the Room Price (except the Exclusive Amenities, if any). 

4.4.5 Upon completion of the transfer of the amount to be received (resulting from the deduction of the Commission due and payable and any other potential amounts due to Bookingbility Srl), the Accommodation Facility will have to provide to Bookingbility Srl the banking data on which payment will be made. The payment of the Room Price will be made approximately 2 weeks before the check-in date of the stay referred to in the Room Price (the “Payment Data”) or at a later date, if the Payment Manager has not yet received the total amount of the Room Price. In this case, the payment will be made within 5 business days of receipt of the total price of the Room Price (unless otherwise specified by Bookingbility Srl). The Accommodation Facility acknowledges that the first payment will only be made upon receipt of the first booking. Bookingbility Srl may suspend payments at any time and without notice in real, alleged, suspected cases of terms violation, fraudulent use of credit card or other type of fraud. The Accommodation Facility declares that it understands and agrees that due to fluctuations in exchange rates and due to the charges applied by banks, credit card companies, and other intermediaries (for the collection, processing and payment of funds), there may be differences between the Room Price (as charged in the system from the Accommodation Facility), the amount collected and the amount paid by the Accommodation Facility. The Accommodation Facility will have to carry the risk associated with the currency exchange, and the cost and taxes applied by the credit card issuers and collection banks, processing and the conversion of the Room Price. The funds withheld by the Payment Manager o by another party for and on behalf of the Facility, will not generate interest. 

4.4.6 In the event of cancelled charge, or failed charge or collection of the Price (total or partial) of the Room (event that remains at the expense and risk of the Accommodation Facility), Bookingbility Srl will use commercial means to ask the Guest to provide the an alternative payment method. If the Guest is unable or refusing to provide an alternative payment methods for the reimbursement, or in the event of a cancellation of the charge, Bookingbility Srl will have the right to (a) cancel the booking and promptly inform the Accommodation Facility, or (b) inform the Accommodation Facility and cancel the booking upon request of the Facility. In case of cancellation, the Commissions will be charged in accordance with Clause 4.4.8. The Accommodation Facility acknowledges and agrees that Bookingbility Srl will use commercial means to ensure the Room Price is collected in accordance with the specific payments terms of the booking, as made available on the Platform. However, Bookingbility Srl will not be subject to any kind of collection obligation (either judicial or extrajudicial) or of payment of the Room Price (or of any potential interest or taxes on collection). In the event the Payment Manager has failed to collect (partially or totally) at the time of the booking or at any other date when the remaining amount had to be paid, depending on the relevant terms of payment or prepayment (if provided), the missing collection, reimbursement or cancellation of the charge (totally or partially) of the Room Price (each of them considered as “Payment Issue”) will be at the expense and risk of the Accommodation Facility and, in case of a Payment Issue, the Accommodation Facility waives the right to ask Bookingbility Srl or the Payment Manager the payment of the Room Price (or the remaining part). In the event that a Guest has been subject to a cancelled charge, or in the event that Bookingbility Srl is required to make a partial or total reimbursement of the Room Price by law, by order of the court, for inquiry or natural government order (semi), by decision for arbitration (or other similar authority), by lawsuit or in accordance with the conditions of cancellation, Bookingbility Srl reserves the right to request Accommodation Facility the return of the amount (paid) by the Guest (and received from the Accommodation Facility). 

4.4.7 In so far as the Accommodation Facility agrees with the refund (total or partial) of the Room Price (or part of it) relating to a non-refundable booking, Bookingbility Srl will be entitled to recover the amount paid to the Guest by drawing the other amounts collected by the Payment Manager, or - if requested by the Accommodation Facility and following the approval of Bookingbility Srl - the above amount will be paid and transferred to Bookingbility Srl within 14 days from the date of approval by Bookingbility Srl. 

4.4.8 In the event of a no-show or a cancellation, Bookingbility Srl will be entitled to charge the Commissions relevant to the Room Price collected and transferred to the Accommodation Facility. In the event of overbooking, the Commissions will be calculated in accordance to Clause 2.3.2.

4.4.9 The Accommodation Facility will issue an invoice to the Guest (upon request of the same) for the total amount of the booking, including or by adding (as requested by the applicable regulations) all taxes, levies and additional surcharges. The Accommodation will not have to draft an invoice or send an invoice to Bookingbility Srl for the booking or stay. 

5. DUTIES AND GUARANTEES

5.1 The Accommodation Facility declares and guarantees to Bookingbility Srl that according this present Agreement:

(i) The Accommodation Facility has all the rights, powers and authority required to use, manage, own (depending on the most appropriate case), to authorize the (sub) license and to allow Bookingbility Srl to make available on the Platform (a) the Facility specifications and (b) the Intellectual Property Rights, as indicated directly or indirectly on the Accommodation Facility Information on the Platform;

(ii) The Accommodation Facility is in the possession of and is in compliance with all the permissions, licenses and other authorizations and government requisites required to conduct, put in place and to continue its operations and activities, and to make the Facility available on the platform in order to receive bookings (including the bookings for short-term stays); 

(iii) The room rate advertised on the Platform corresponds to or is more favorable than the best available price for an equivalent stay as it is advertised online, published online or otherwise made available online by the Accommodation Facility on its own site, and the Guest will not be able to get a better price booking directly through the Accommodation Facility’s website or application; 

(iv) The Accommodation Facility, its managers, its owners, its actual beneficiaries and the directors related to them (direct, indirect or final) are in no way connected, involved with, or part of, and are not under the control, the ownership or management of;

(a) Terrorists or terrorists organizations;
(b) Associations, natural or legal persons (i) listed on the Specially Designated National List (SDN list) or Blocked Persons/Entities, drawn up by the United State, or (ii) otherwise subject to commercial embargoes or financial, economic, commercial sanctions, 
(c) Associations, natural or legal persons guilty of money laundering, fraud, corruption and misconduct.

The Accommodation Facility must immediately inform Bookingbility Srl in case of violation of paragraph (iv) of the present Clause 5.1.

5.2 On this basis of the present Agreement, each Party declares and guarantees to the other that:

(i) Hold full business power and authority to engage and fulfill its obligations established under this present Agreement;

(ii) Have undertaken all the business actions required to authorize the implementation and fulfillment of the present Agreement;

(iii) This Agreement constitutes legal binding and binds each Party in accordance with the Terms contained therein;

(iv) Each Party complies with all applicable governmental laws, codes, regulations, ordinances and rules forced in the country, state or municipality where the specific party is registered with reference to the products offered (or to be offered) and/or services rendered (or to be rendered) by that party. 

5.3 Unless otherwise expressly specified in the present Agreement, neither Party represents nor provides any guarantee, expressed or implied, in accordance to the material in the present Agreement and expressly denies any warranties, including those of commercial or suitable interest for a particular purpose in relations to this Agreement text. 

5.4 Bookingbility Srl relieves itself of any liability in disputes with the Accommodation Facility regarding any potential disruption (temporary and/or partial), lack of electricity, suspension, interruption or lack of availability on the Platform, Service and/or Extranet. Bookingbility Srl provides the Service, Platform and Extranet as described and based on availability. 

6 COMPENSATION AND RESPONSIBILITY 

6.1 Each Party (the “Indemnifying Party”) will liable to release and compensate the other Party (or its directors, officials, employees, agents, affiliates and subcontractors)(the “Indemnifying Party”), protecting them from damages or direct losses (except for loss of production, profit, income, contract and law, damages and injuries to name or reputation and any loss and/or damage; special, indirect or consequential), liability, obligations, costs, rights, claims of any kind, interest, penalties, legal proceedings and expenses (including, for example, lawyer’s parcels and legal feeds) to which the Indemnified Party has encountered or will encounter the following:

(i) Violation of the present Term attributable to the Indemnifying Party or

(ii) Third-party claims caused by (alleged) violation of an intellectual party of the same, breach committed by the Indemnifying Party.

6.2 The Accommodation Facility is obligated to release from responsibility and compensate wholly Bookingbility Srl (or its directors, officials, employees, agents, affiliates and subcontractors), protecting it against liability, costs, expenses (including, for example, lawyers’ parcels and legal fees), damages, loss, obligations, claims of any kind, interest, penalties and legal proceedings sustained or to which Bookingbility Srl (or its directors, officials, employees, agents, affiliates and subcontractors) has met the following:

(i) Any complaints submitted by the Guest with regards to inaccurate, erroneous or misleading information contained by the Accommodation Facility on the Platform;

(ii) Complaints of any kind submitted by the Guest in regards to or otherwise related to the stay at the Accommodation Facility, any potential cases of overbooking or a canceled or erroneous booking (partially), or refunds, reimbursement or canceled charge of the Room Price. 

(iii) Complaints of any kind in relation to the Best Price Guarantee for a rate in contest with one Bookingbility Srl has directed to in the Equalization of Rates and Conditions, in so far as the complaints have not settled between the Accommodation Facility and the guest at the moment of check-out (by not applying this rate); 

(iv) Complaints of any kind with respect to the Satisfied or Reimbursement clause implemented by the Guest in the event that the Accommodation Facility did not respect the type of accommodation, the conditions of accessibility and specific technical requirements/services offered whether it be the room or the building, the cancellation conditions and all that has been stated and advertised on the Bookingbility.com Platform or on any other site linked to it;

(v) Any complaint submitted by the Guest partially or wholly attributable to the Accommodation Facility (including its directors, employees, agents, representatives and local businesses of the Facility), or at its own risk and danger (including complaints relevant to (lack of) services provided or producted offered by the Accommodation Facility) or resulting from illicit, fraudulent, intentional misconduct, negligence or lack of adherence to the Terms (including the Guest Booking) on behalf of the Accommodation Facility or to those attributable (including its directors, employees, agents, representatives and local businesses of the Facility), in dispute with the Guest or the goods of their property and 

(vi) Complaints against Bookingbility Srl pertaining to or resulting from the lack of (a) registration of the Accommodation Facility to the tax authorities, or (b) from missing payment or collection, or from missing transfer and withholding on behalf of the Accommodation Facility of taxes, levies or applicable surcharges regarding the service, or other expenses to the appropriate jurisdiction (including the Room Price and the Payment of the Commission). 

6.3 Except where otherwise specified in the present Agreement, the maximum amount of corresponding compensation in 1 year from one Party to the other for all claims filed against the Indemnifying Party governed by or affiliated to this present agreement shall not exceed the total Commission received or paid by the Indemnified Party in the preceding year or 100,000 Euros (whichever is higher), except in the event of fraud, intentional misconduct, gross negligence, deliberate omission or deliberate deception attributable to the responsible party (ie the Indemnifying Party). In fact, in such case the restriction of the amount of compensation is not applied. The Parties declare that they have understood and accepted that the limitations of liability contained in Clause 6 will not any any way be applied in the event of claims by third parties (for example, the guest, as described in section 6.2) or in the event of liability of the same.

6.4 In the event of third party claims, the Parties will act in good faith and use their own commercially legitimate means to consult, cooperate and assist each other in defending and/or resolving such disputes. The Indemnifying Party shall have the right to remove the complaint and to take defense (in accordance with the Indemnified Party and in full observation of the interests of both parties), and none of the two Parties may in any way make arrangements, make written declarations, give any consent or compromise without the prior written consent provided by the other Party (which shall in no way be held back, provided in a delay or influenced). 

6.5 Under no circumstances will any Party be held liable to the other in relation to losses and damages; indirect, special, punitive, incidental or consequential, including loss of production, profit, earnings, contracts and right of credit and damages or loss of good name or reputation, whether due to (alleged) non-compliance with the Terms, from illicit or other factors (even if there was a warning of the possibility of such damage or loss). With the present, both Parties are expressly exonerated of any liability in regards to such damages and losses. 

6.6 Each Party acknowledges that judicial actions may be inadequate to protect the other Party against potential non-compliance with this Agreement and, without prejudice to any of the rights and legal actions that may be invoked by the other party, each party shall have the right to request a court order or other specific procedure. 

7 DURATION, RESOLUTION AND SUSPENSION

7.1 Unless otherwise specified, the present Agreement shall be valid from the date of signature and for a renewable period of two years tacitly, unless at least 90 days notice is given to one of the parties. Each party may request termination of the present Agreement at an time and for any reason, by written request to be delivered to the other Party with a 30 day notice.

7.2 Each Party may terminate this present Agreement and close the availability of the Accommodation Facility on the Platform or suspend it to the Party with immediate effect and without notice of noncompliance in the event of:

(a) Failure to comply with any of the Parties to any of the Terms set forth in the present Agreement for example, late payments, insolvency, failure to pay the Equal Rates and Conditions, incorrect information or receipt of a significant number of complaints by the Guest;
(b) Filing or request for bankruptcy or suspension of payment or other similar event or actions in dispute with the other Party.

7.3 Any notification or communication by Bookingbility Srl regarding the “closure” of the Facility (or any similar definition) will result in the termination of the Agreement. Following the resolution, suspension or closure, the Accommodation Facility will honor the bookings already made and pay all Commissions (plus any other costs, expenses and interests, if due) due to bookings received in accordance with the Terms of the present Agreement. 

7.4 The Following circumstances must at any time be considered as material breach and involve the exercise of the right, by Bookingbility Srl, of immediate resolution “termination” or suspension of the Agreement (without prior notice):

(i) Failure to pay by the Accommodation Facility of Commissions with the established date;

(ii) Publishing on the Extranet by the Accommodation Facility of incorrect or misleading content in the Accommodation Facility Information;

(iii) Failure by the Accommodation Facility to update information on the site, resulting in overbooking;
(iv) Failure to accept by the Accommodation Facility a booking at the price indicate at the time of booking;

(v) The application of an increase in price to one or more Guests;

(vi) A charge carried out by the Accommodation Facility, prior to arrival, on the Guest’s credit card without an express agreement with the Guest (express agreement is made when the Guest selects a non-refundable or prepaid room);

(vii) Reception by Bookingbility Srl of one or more serious and legitimate complaints by one or more Guests who have booked the Accommodation Facility;

(viii) Inappropriate use of the release process of the Guest Review that results in a visible review on the platforms not resulting from an honest opinion from a Guest who has actually stayed at the Accommodation Facility;

(ix) Inappropriate behavior, contrary to the law, or non-professional with respect to the Guest or to the staff of Bookingbility Srl;

(x) Any (alleged) problem or issue regarding the security, privacy or health within the Accommodation Facility or relative to its services offered (the Facility will have to provide, at its own expense and at the first request by Bookingbility Srl, the relevant permits, licenses, certificates and declarations issued by external experts that confirm and support the compliance of the Facility with all laws and regulations in force regarding Privacy, security and health);

7.5 At the time of resolution and where not expressly specified, the present Agreement will cease to have any legal effect with immediate effect with respect to the Party that requested the resolution and will not longer be valid, without prejudice, however the rights and the legal actions taken by the other Party in relation to indemnity or noncompliance with the present Agreement with regards of the requesting party. Clauses 2,4,6,8, 9 and 10 will be also valid after termination of the Agreement. 

8 BOOKS AND ACCOUNT RECORDS

8.1 The systems, books and account records of Bookingbility Srl (including fax numbers and/or email address, Extranet, and Online Booking Reports) will be considered as conclusive proof and of the existence and receipt by the Accommodation Facility of the bookings made by Guests and of the amount of Commissions due by the Accommodation Facility to Bookingbility Srl, or damages or costs due under this present Agreement, unless the Accommodation Facility is able to provide a credible and justified counter-proposal.

8.2 The Accommodation Facility, at first request by Bookingbility Srl, will have to cooperate and assist Bookingbility Srl (and provide all the information that is reasonable necessary) to identify the most recent owner, manager, and/or administrative manager of the Facility. 

9 CONFIDENTIALITY 

9.1 The Parties acknowledge and agree that, in the performance of this present Agreement, each Party may have access or be exposed to confidential, direct or indirect information of the other Party (the “Sensitive Data”). Sensitive Data is considered, among other things, Guest data, number of transactions, business and marketing strategy, and business, financial, technical, operational or similar information that are not of public domain and that the disclosing Party specifies as private and confidential or that the receiving Party considers as such.  

9.2 Each Party agrees that:

(a) All Sensitive Data shall remain the exclusive property of the disclosing Party and that the recipient will not use them for purposes other than those set forth in this Agreement;
(b) They will use constantly cautious and secure methods to enable its employees, representatives, agents, affiliates and officials (“Authorized Personnel”) to maintain the confidentiality and secrecy of Sensitive Data;
(c) They will disclose Sensitive data only to Authorized Personnel who require such information to promote this present Agreement.
(d) They will not copy, publish, divulge to third parties or use the Sensitive Data (unless it is in accordance with the terms of this Agreement) and will use secure and cautious methods to prevent Authorized Personnel from doing so;
(e) They will return or destroy any hard copy and its rigid support of the Sensitive Data at the written request of the other Party;  

9.3 Regardless of the above, (a) they are not considered Sensitive Data is the information;

(i) Is or can become public domain as a result of an act or omission not attributable to the receiving Party;

(ii) It is in possession of the receiving Party in a period prior to the date of this present Agreement;

(iii) It has been disclose to the receiving Party by third parties who have no confidentiality obligations with respect to the other Party;

(iv) It is disclosed in accordance to the law, by court order, in a lawsuit or by governmental authority. 

9.4 Each Party commits to use commercially justified means to safeguard the confidentiality and privacy of Customer Data and to protect it from unauthorized use or publication. The Parties commit to comply with all applicable laws, regulations and rules on data and privacy in the jurisdiction in which the Party is registered, including (if applicable) the Directives 95/46/EC and 2002/58/EC (and amendments) on the management of personal data and privacy protection. 

10 MISCELLANEOUS AND POSSIBILITIES

10.1 None of the Parties is authorized to disseminate, transfer and/ore impede the rights contained in this present Agreement without the written consent of the other Party, provided that Bookingbility Srl is authorized to disseminate, transfer and impede the the rights and obligations contained in this Agreement to an affiliated company without the written consent of the control company or the Accommodation Facilities. Any transfer or assignment from the Facility will not relieve the releaser of the obligations arising out of this Agreement. 

10.2 Notifications and communications must all be written in Italian and sent by fax, email or airmail, acknowledged at national level, to the fax number or address indicated on this Agreement. 

10.3 The present Agreement (including attachments, tables and appendices, integral parts of this Agreement) constitutes the entire agreement between the parties in question and supersedes any existing agreement, contract, offer (binding or non-existent), promise or affirmation therein (also with respect to the Accommodation Facility). 

10.4 If any of the clauses of the present Agreement is invalid or becomes invalid or becomes non-binding, each Party will continue to comply with all the other clauses herein. In such a case, the Parties will replace this clause with a valid and binding clause that has the effect as similar as possible of the replaced one, respecting the contents and purposes of this Agreement. 

10.5 Unless expressly stated herein, this present Agreement will be governed and interpreted solely on the basis of Italian law. Except where expressly stated, each dispute arising out of or in relation to the present Agreement will be solely observed and managed by the competent judicial bodies of Palermo, Sicily, Italy. 

10.6 Each Party agrees and accepts that, independently of Clause 10.5, nothing in this Agreement will limit or prevent Bookingbility Srl from exercising its right to undertake any legal action or proceeding or to request an injunction or other specific proceeding, making use of the court and for using, for such a purpose, the laws applied in the jurisdiction where it is registered and has registred office of the Accommodation Facility. The Accommodation Facility waives its right to appeal to any applicable law or jurisdiction to which the Parties may be entitled. 

10.7 For the purposes of or as a reward for the execution, implementation, signature, registration and filing of and/or execution, fulfillment or the implementation with respect to or in accordance with this present Agreement, the Accommodation Facility (including its employees, directors, officials, agents and other representatives) (i) shall not have, either directly or indirectly, (a) offer, promise or provide to third parties (including government entities or political parties of any nature (or their officials, representatives or candidates)) or (b) ask, accept or promise, for themselves or for a third party, donations, payments, recompense, benefits that may be or are considered illegal or corrupt acts and (ii) will act in accordance with all applicable anti-corruption laws (including the International United States Anti-Corruption Act FCPA and the UK Anti-Bribery Act). 

10.8 The Agreement maybe signed online or through the execution of the counterpart or by a pdf or fax form, and each of the copies produced by these methods shall be considered as original, valid and binding. The present Agreement becomes effective and begins to have effect from the time of signing and from the approval of the Accommodation Facility on behalf of Bookingbility Srl. By registering and signing up to the Bookingbility Srl Platform as a partner facility, the Accommodation Facility agrees, acknowledges and accepts the terms and conditions of the Agreement. The Agreement does not require stamping or validation to be considered valid, binding and enforceable. 

10.9 Based on the anti-laundering, anti-corruption, anti-terrorist and tax evasion laws and regulations, Bookingbility Srl can not make the Service available nor accepts, executes, manages or facilitate payments from or to a bank account (the “Bank Account”) that is not subject to the jurisdiction of the place where the Facility is located, and in any case in which one of the following conditions is not respected. The Facility, in addition to confirming the jurisdiction of the Bank Account, declares and guarantees:

(i) To possess and comply with all permits, licenses and other licenses, permits and authorizations of a governmental nature to conduct, provide and carry on its business activities (including ownership and use of the Bank Account); 

(ii) Be the Bank Account holder;

(iii) That payments and transfers to/from the Bank Account will be in accordance with market conditions, in accordance with all applicable laws, regulations, codes, norms, ordinances and rules and will not be in violation of any law, treaty, regulation, code or anti-laundering, anti-corruption legislation or terrorist financing and anti-tax evasion, 

(iv) That the Bank Account is neither, directly or indirectly, used for money laundering, terrorist financing, tax evasion or for any other illegal activity.

The Facility consents to indemnify or reimburse Bookingbility Srl in the event of any damages, losses, complaints, penalties, fines and expenses incurred or sustained by Bookingbility Srl, including all executives, officials, workers, agents, or representatives related and or caused by reporting potential or suspected illegality or violation of anti-laundering, anti-corruption, terrorist financing or tax evasion law, regulation, code or legislation by any government body, authority, organization, company, association or single person in relation to payments made to/from the Bank Account.