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HOSTELBAY STANDARD SERVICES AND LICENCE AGREEMENT


This agreement is entered into between Hostelbay.com ("HOBY") and the owner of the property named in the "Key Details" below. HOBY is a company incorporated under the laws of Greece with registered number 337103 and its registered office is at 4 Marni street 104 33 Athens. Under this agreement, HOBY agrees to provide marketing, information technology and data processing services to the Licensee and to promote beds in the Licensee's property for reservation via Hostelbay.com and the other Websites (as defined below) by third party customers ("Customers"). This agreement takes effect when HOBY sends the Licensee confirmation that it has received and accepted the Licensee's completed license application.

KEY DETAILS

Name of property (the "Property")
Property Licence Number
Address of Property
Property type
Total number of bedrooms in the Property
Total Bed capacity in the Property
HOBY Deposit (%) - i.e. % amount of transaction value paid by customer online to secure booking.
HOBY Service Fee (%) - i.e. % of transaction value charged by HOBY for its services.
Effective Date (as applicable)
Signed for and on behalf of Licensee
Name (First Name, Last Name)
Email address
Licensee's email address for Contracts (to be used for future contract related correspondence)
Signed Date

Definitions
"Agreement" shall mean this agreement including the "Key Details" page and all appendices.
"Available Beds" shall be all those beds in the Property which, prior to being booked by anybody, the Licensee is able to make available to Customers on any given night that the Property is open for business (i.e. regardless of season, day of the week or popular travel dates).
"Bedrooms" shall mean the total number of bedrooms within the Licensee's property that are available to rent by a customer. (For the avoidance of doubt, a property with a single bed room, a double bed room and a 12 bed dormitory would have 3 bedrooms).
"Beds" shall mean the beds together with all other ancillary products and services offered for sale by the Licensee on a non-optional basis or as part of one inclusive price (examples of ancillary products and services being breakfast, airport pick-ups and internet access).
"Booking Price" shall mean the total price that the Licensee quotes on any one or more of the Websites for a person to stay at the Property for one night, including the price of all non-optional ancillary products and services.
"Deposit" shall mean the amount collected from Customers by HOBY for and on behalf of the Licensee in accordance with Appendix 1.
"Force Majeure Event" shall mean any event which affects or prevents a party from being able to perform its obligations under this Agreement and which is beyond the affected party's reasonable control, but which shall not include events which could have been avoided by the taking of reasonable precautions or which arise from the negligence or wilful default or act of the affected party.
"HOBY Booking Engine" refers to HOBY's proprietary technology which HOBY makes available to the Licensee to incorporate on its own website(s) as an online reservations system enabling customers to check bed / room availability and rates and process reservations.
"Inbox" refers to the extranet facility provided by HOBY to the Licensee's authorized representatives for the management of their property information, bed / room availability and rates that are in turn published on HOBY websites. In addition, it provides access to all reservation details and related reporting from HOBY. It includes all variants of this system that may be used by a Licensee, including HOBY Inbox.
"Licensee" shall mean the individual, business or corporate entity which owns the Property.
"Login" means the account login given to a Licensee to enable it to set up an account with and accept bookings from HOBY via a Website.
"Property Information" shall have the meaning given in clause 2.1.
"Service Fee" shall mean the fee payable by the Licensee to HOBY for the provision of marketing, IT and data processing services (as more particularly described in clause 4.1).
"Term" shall mean the term of this Agreement as specified in clause 8.1.
"Travel Services" shall mean the provision of the Bed and any and all other travel services to be provided by the Licensee to the Customers as is envisaged by this Agreement.
"Websites" shall mean Hostelbay.com and any other websites or technology platforms in respect of which a licensing agreement exists to utilize HOBY's technology for the purposes of processing online reservations.
"Working Days" shall mean any day other than a Saturday, Sunday or bank or public holiday (in either of the GREECE ).

1. LICENSEE'S OBLIGATIONS

1.1. HOBY has a strategic objective to be associated only with third party providers of high quality, value-for-money products and services, who operate their business in a manner that protects the integrity and value of the HOBY brand. The Licensee is aware that Customers booking through the Websites are entitled to expect a certain level of service from the Licensee and, accordingly, the Licensee agrees that throughout the Term it will:
1.1.1. honour all bookings made through the Websites (and perform all checks necessary to be able to do this), including bookings made during special event periods;
1.1.2. ensure that all Customers are treated equally (in particular with regard to gender, race, religion, disability and sexual orientation) both at the time of bookings and during the Customer's stay at the Property;
1.1.3. respond in a timely manner in relation to any and all queries from HOBY and/or Customers;
1.1.4. ensure that the Booking Price (i.e. the price displayed on the Websites, which includes the Licensee's websites which use the HOBY Booking Engine) will not exceed the lowest price at which the Licensee offers such Beds elsewhere online (i.e. when compared on the basis of the same room type, same facilities, same dates, same bed type, same number of guests and same terms as to any "ancillary products" such as breakfast), including on the Licensee's other websites. In the event that it comes to the Licensee's attention that it is possible to book a Bed elsewhere at a cheaper price than the Booking Price, the Licensee shall: (i) immediately arrange to offer that lower price on the Websites, (ii) charge all Customers who have not yet arrived at the Property the lower price on arrival and (iii) promptly and fully recompense all past Customers who seek redress from HOBY in relation to the price difference (such compensation to equal the difference between the price that was advertised to those Customers on any one or more of the Websites and the lower price that was available at that time through some other channel);
1.1.5. ensure that it will give HOBY "availability parity" in relation to its Beds such that it will make Beds available for promotion by HOBY on a no less favourable basis than they are available by any and all other distribution channels (including via the Licensee's own website(s)); and
1.1.6. grant and provide to HOBY access to all its Available Beds as are for sale/available via any and all other online distribution channels (including the Licensee's own website(s)) and always on a real-time basis (i.e. first come first served) and always with "last bed / room availability".
1.2. In any circumstances where the Licensee cannot honour a Customer booking, it shall:
1.2.1. find (without recourse to HOBY) and provide an equivalent bed for the Customer for the applicable night(s) (equivalent in terms of price, location and facilities) and, if this is not possible, find and provide a superior bed in the relevant location and pay to the Customer an amount equal to the increased cost of that bed for the duration of the Customer's booking; and
1.2.2. refund the Deposit to the Customer.
1.3. The Licensee warrants that it possesses (and undertakes to maintain throughout the Term) all such licences, permissions, permits and approvals as are necessary so as to allow accommodation at the Property to be provided lawfully to Customers (including, without limitation, all such health and safety licences, permissions, permits and approvals as are required by any relevant authority).
1.4. The Licensee hereby warrants that it currently possesses (and undertakes to maintain throughout the Term) a comprehensive insurance policy / policies with a reputable insurer to cover:
1.4.1. all risks that do or may relate to and/or arise out of the performance of this Agreement and/or the provision of the Travel Services and in respect of which a reputable and prudent accommodation and/or travel services provider would normally obtain insurance including (by way of example and without limitation): (i) occupier's liability, (ii) public liability insurance and (iii) all other risks which it would be reasonable to insure against including cover for death, personal injury and illness (including all legal costs of both the Customers concerned and the Licensee) of or suffered by the Customers and/or the Licensee's employees, agents and representatives arising, directly or indirectly, from any act(s) and/or default(s) by the Licensee and/or any person(s) employed, contracted or instructed (directly or indirectly) by the Licensee (including employees, agents, suppliers and sub-contractors of the Licensee) and/or any use of the Property and
1.4.2. the full amount of all sums which it is reasonably foreseeable could potentially become payable pursuant to all or any of the indemnities provided by the Licensee under this Agreement.
1.5. The aforementioned level of insurance cover held by the Licensee shall be kept under review by the Licensee to ensure its adequacy and shall, in any event, at all times be at a level which a reputable, reasonable and prudent accommodation and/or travel services provider would hold.
1.6. The Licensee will produce to HOBY (on request) satisfactory evidence of the existence and renewal of the insurance policies referred to in clause 1.4.
1.7. The Licensee confirms that it will keep sensitive credit card data confidential, will always handle it in accordance with PCI security standards and will ensure that customer credit card details obtained from HOBY are only ever used for the sole purpose of payment of legitimate and authorised cancellation charges. The Licensee hereby indemnifies the Company for the full amount of all claims, liabilities, demands, damages, expenses, losses, refunds, fines, costs (including all legal costs) and all other sums of whatever nature which the Company incurs, suffers or becomes responsible for as a result of fraudulent or unauthorized use of any credit card details where the Licensee is identified as the party committing the fraud or permitting a third party to commit the fraud.
1.8. The Licensee warrants that this Agreement has been executed by its duly authorized representative.
1.9. The Licensee will keep its (Manager) Logins for HOBY - provided software e.g. (Inbox) confidential and will only allow individuals who are validly authorized by the Licensee to use the Login or to access any part of the Website.
1.10. The Licensee is responsible to HOBY for all activities carried out under the Login, whether such activities are carried out by authorized individuals or not.

2. PROPERTY INFORMATION AND MARKETING

2.1. The Licensee will provide information relating to the Property for inclusion on the Websites throughout the Term. This information will include a description of the Property (including photos), its facilities, amenities and location, details of the Beds and services available to Customers, the price of the Beds and services and details of any local or value added taxes that the Customer will be required to pay in respect of the Bed or other services (the "Property Information"). The Licensee will supply the Property Information in any format that is reasonably required by HOBY.
2.2. The Licensee hereby grants HOBY (and any affiliate or sub-licensee of HOBY) a royalty-free, transferable license to use the Property Information throughout the Term.
2.3. The Licensee shall provide HOBY with accurate information as to any additional local or value added taxes to be paid by the Customer in respect of the Beds. The Licensee shall ensure that all pricing and related information (including all references to local taxes) that it supplies to HOBY as part of the Property Information are accurate and inclusive of all value added or other taxes payable by the Customer and it undertakes not to levy further taxes on the Customer other than those specified within the Property Information.
2.4. The Licensee will not include within the Property Information: (a) its telephone number, fax number, email address (including skype) or social media page references, (b) its web-link, (c) direct references to its website or a third party's website or (d) any other means by which a Customer could directly contact the Licensee. HOBY reserves the right to exclude or edit any of the Property Information which it considers to be incorrect, inappropriate or incomplete.
2.5. The Licensee warrants that (i) the Property Information is owned by the Licensee, subject to clause 2.6 below; and (ii) the Property Information is and shall be at all times true, accurate and not misleading. In the event that any of the Property Information becomes untrue, inaccurate or misleading at any time during the Term, the Licensee shall inform HOBY in writing (including via email) promptly (and in any event within 24 hours). The Licensee hereby indemnifies HOBY against all losses, damages, costs and expenses suffered as a result of any claim or complaint brought on the basis that the Property Information is or has become untrue, inaccurate or misleading.
2.6. In the event that HOBY translates the Property Information into another language and is responsible for meeting the associated costs, the intellectual property and any other rights associated with that translation shall belong to HOBY and the Licensee hereby assigns to HW any right, title or interest which it may have in and to such translation.
2.7. The Licensee hereby acknowledges and agrees that the data relating to a Customer who has made a booking via the Websites belongs to HOBY and this data is only made available to the Licensee for the purpose of enabling the Licensee to fulfill the booking. The Licensee shall not, for the avoidance of doubt, be entitled to use the Customer data in order to market to that Customer.
2.8. HOBY shall be entitled to promote the Property using the Property's name during the term of this Agreement in online marketing (including email marketing and pay-per-click advertising) at its own cost. The Licensee grants to HOBY a royalty-free, non-exclusive transferable license to use the Property name for this purpose during the term of this Agreement.

3. HOBY'S OBLIGATIONS

3.1. As soon as reasonably practicable after commencement of the Term (and thereafter throughout the rest of the Term) HOBY shall provide marketing, IT and data processing services to the Licensee to enable and facilitate the booking online of the Licensee's products and/or services by Customers.
3.2. HOBY shall promote the Beds on Hostelbay.com and through its network of affiliates. It may also promote the Beds via some or all of its other Websites. The order in which properties (including the Property) are displayed and/or listed on the Websites shall be determined by HOBY acting in its own discretion. HOBY shall be entitled to generate and display Customer search results in any manner and according to any system of ranking that it determines to be appropriate.
3.3 HOBY automatically ignores a maximum of 10 % of the worst reviews during the calculation of the global average property rating.

4. HOBY'S SERVICE FEES

4.1. In consideration of the provision of the services by HOBY to the Licensee under the terms of this Agreement, the Licensee shall pay to HOBY a service fee (the "Service Fee"). The Service Fee will be equal to a percentage of the Booking Price that all Customers making a booking via the Websites would be charged for all the nights comprising their booking (whether or not that booking is honoured or subsequently cancelled or the Customer fails to turn up). The percentage amount of the Booking Price that will comprise the Service Fee is specified in the Key Details at the beginning of this Agreement.
4.2. The Licensee will pay the Service Fee (and any other amounts) due to HOBY under this Agreement free and clear of all taxes, deductions or withholdings whatsoever, save only as may be required by law. The Licensee hereby indemnifies HOBY for any costs or loss arising to HOBY as a result of any such taxes, deductions or withholdings and agrees that if such taxes, deductions or withholdings are required by law, the Licensee shall pay to HOBY such additional amount as may be necessary in order that the net amount received by HOBY after such taxes, deductions and withholdings shall not be less than the amount HOBY would have been entitled to receive in the absence of any such taxes, deductions or withholding and nothing in this Agreement shall give the Licensee the right to seek to reclaim from HOBY any taxes, deductions or withholdings which it is required to pay or make in respect of the Service Fee and/or any other payments due to HOBY at any time.

5. COLLECTIONS AND SETTLEMENT

5.1. In respect of each Customer booking for the Property which is made during the Term, HOBY shall collect a Deposit from the Customer (in its capacity as agent for (and acting on behalf of) the Licensee) by means of an online debit, credit card and/or other online payments' transaction at the time the booking is made. The percentage of the total Booking Price (for all the nights comprising a Customer's booking) that will comprise the Deposit is specified in the Key Details at the beginning of this Agreement. HOBY shall hold the Deposit on trust for the Licensee and shall (subject to the arrangements set out in Appendix 1 to this Agreement) pay the Deposit to the Licensee in accordance with the terms of this Agreement.
5.2. The Licensee will be responsible for collecting from the Customer the balance payable to the Licensee (being the Booking Price for each night booked less the Deposit unless otherwise set out in the Licensee's terms and conditions and booking confirmation that is provided to the Customer at time of booking), but such collection shall not take place until the Customer's arrival at the Property, unless otherwise specified in the Property Information. Each Customer's debit or credit card details which are collected by HOBY at the point of payment of the Deposit will thereafter be made available to the Licensee (via HOBY's extranet facility, Inbox or its PMS (HostelBay Administration) system so that either: (a) the balance due in respect of the Bed (in the event that the Customer arrives at the Property and fulfills the booking) or (b) the Cancellation Fee, as defined in clause 5.3 (in the event that they do not turn up) may be debited or obtained via that card by the Licensee in accordance with HOBY's customer terms and conditions which are displayed on its Websites.
5.3. In the event of a failure by the Customer to turn up at the Property for their booking, the Licensee shall be entitled at its discretion to charge a cancellation fee which is equal to or less than the full price of the first night's stay of the booking less the Deposit (save where the Licensee clearly stated to the Customer prior to the point of booking that the cancellation fee would be higher). It shall be the responsibility of the Licensee to collect any cancellation fee from the Customer.
5.4. The Licensee is responsible for (i) updating and maintaining the pricing for its beds through Inbox or other connectivity approved by HOBY and (ii) any data entry errors which may arise in respect of pricing. This responsibility includes ensuring that the correct pricing and availability is displayed for special event periods.
5.5. HOBY may at its own discretion charge a booking (or other processing) fee to Customers at the time of booking and the amount of that fee shall be determined by HOBY. The fee shall be for the account of HOBY notwithstanding that the fee may be charged to the Customer at the same time that the Deposit is collected from the Customer on behalf of the Licensee.
5.6. Following termination or expiry of this Agreement Service Fees shall continue to be payable by the Licensee in respect of Customer bookings which were made during the Term.

6. RESPONSIBILITY AND LIABILITY

6.1. The Licensee hereby grants to HOBY the authority to conclude bookings with Customers on behalf of the Licensee and further agrees that HOBY has no responsibility to the Customer for the fulfillment of bookings. A booking creates an agreement between the Customer and the Licensee and the Licensee hereby agrees to indemnify HOBY in respect of all losses, costs and damage suffered or incurred by HOBY as a result of any claims being brought against HOBY which relate to a booking and/or the provision of a Bed and/or any other service provided by the Licensee (save to the extent that such loss, cost or damage is caused by the negligence, fraud or fraudulent misrepresentation of HOBY).
6.2. Subject to clause 6.5, the parties hereby acknowledge and agree that HOBY shall have no liability to the Licensee, any member of its corporate group or any other person which has rights under this Agreement in contract, tort (including negligence), misrepresentation or breach of any duty for any of the following types of loss or damage arising out of or in connection with this Agreement: (i) loss of data, income, profit, business or opportunity, (ii) damages, losses and costs that relate to third party claims and (iii) indirect, special and consequential loss or damage.
6.3. The maximum aggregate liability of HOBY to the Licensee (and each member of the Licensee's corporate group and any other person which has rights under the Agreement) in respect of any and all claims arising out of or pursuant to this Agreement (whether in contract, tort, (including negligence), misrepresentation, breach of duty or otherwise) shall be limited to €5,000.
6.4. The parties hereby acknowledge and agree that the existence of the agency relationship described herein shall be disclosed to the Customer so that the Customer is made aware that (inter alia) the Customer is contracting with the Licensee and not HOBY in relation to the provision of the Beds, that the amount paid by the Customer at the time of booking is a deposit which is collected by HOBY on behalf of the Licensee and that the final price payable by the Customer to the Licensee shall be reduced by the amount of such deposit.
6.5. The parties hereby acknowledge and agree that nothing in this Agreement is intended to or shall take effect to limit or exclude the liability of either party for; (i) the fraud or fraudulent misrepresentation of that party or (ii) death or personal injury caused by the negligence of that party.
6.6. The Licensee agrees to indemnify and hold HOBY and its affiliates and sub-licensees harmless in respect of any claim by any third party arising from the use of the Property Information by HOBY or its affiliates and sub-licensees.
6.7. The Licensee hereby acknowledges and agrees that the marketing, IT and data processing services (and any other services, data, reports or other information relating to the Websites, the Property or Customer activity which HOBY may provide from time to time) are provided by HOBY on an 'as is' basis. HOBY neither makes nor gives any representations, warranties or undertakings with respect to such services and deliverables and, to the greatest extent permitted by applicable law, HOBY hereby excludes all representations, warranties and conditions, express or implied, statutory or otherwise, including without limitation warranties as to quality or fitness for a particular purpose.
6.8. Neither party shall be liable to the other for any failure or delay in performing this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
6.9. Where the Licensee operates Website(s) that incorporate a HOBY Booking Engine, the Licensee;
6.9.1. shall inform HOBY (via written notice, including via email) of the existence of all such Websites and provide HOBY with full details of the domain names /website addresses of such Websites in advance (i.e. before incorporating the HOBY Booking Engine in such Website);
6.9.2. will (subject to clause 6.10 below) be entitled to receive a rebate in respect of the bookings that are transacted on that Website(s) on the basis and in the amounts specified in clause 11 of this Agreement only and that Licensee shall not be entitled to any other rebates or payments of any kind from HOBY;
6.9.3. must check the terms of clause 11 before signing this Agreement and notify HOBY in the event that the Licensee is aware that the commercial terms (including those that set out the rebate percentage and the booking fee amount) are not correct and/or do not reflect the commercial arrangement that it has with HOBY; and
6.9.4. agrees that it will sign a new version of this Agreement in the event that it agrees with HOBY a different rebate percentage and/or booking fee in respect of its HOBY Booking Engine.
6.10. The Licensee acknowledges and agrees that if it does not comply in full with clause 6.9.1 in respect of any Website in which it has incorporated a HOBY Booking Engine it will not be entitled to any rebate or any other payments from HOBY (notwithstanding any other clause in this Agreement) in respect of any bookings that are transacted on that Website and that it will be in breach of this Agreement.

7. RESTRICTED NATIONS

Licensee hereby warrants and represents that it is not a national or controlled by a national of Cuba, Iran, Syria, Sudan, or North Korea (each a "Restricted Nation") and that the Licensee's services are not and will not be situate or delivered in a Restricted Nation. HOBY hereby reserves the right to add or remove countries from the list that comprises the definition of Restricted Nations from time to time upon the giving of written (including emailed) notice to the Licensee. The Licensee agrees that this Agreement is immediately terminable by HOBY in the event the Licensee breaches this clause 7.

8. TERM AND TERMINATION OF THE AGREEMENT

8.1. This Agreement commences when it takes effect (as per the explanation at the beginning of this Agreement) and will, subject to the parties' rights of termination set out in this Agreement, remain in full force and effect for as long as the Login is used on the Website and/or Beds at the Property are available to book via the Websites.
8.2. Either party may terminate this Agreement by giving not less than 28 days' notice in line with clause 9.1.
8.3. Without prejudice to its other rights, each of the parties shall be entitled to terminate this Agreement immediately on giving notice to the other party in the event that: (i) the other party has committed a material breach of this Agreement and, where such breach is remediable, has not remedied that breach within 14 days of being notified of such breach; (ii) the other party ceases to carry on its business or stops payments of its debts or (iii) in respect of that other party, a liquidator, receiver or administrator is appointed in respect of it or any of its assets, or (iv) the other party has suffered a Force Majeure Event which has prevented it from performing all or part of this Agreement for more than 7 days.
8.4. HOBY may also, at its own discretion, give written notice to terminate this Agreement with immediate effect in the event that:
8.4.1. the Licensee's average rating by Customers on any of the Websites falls below 60% (sixty per cent) at any time;
8.4.2. the Licensee engages in any sort of advertising of its pricing or offers that is, in HOBY's reasonable opinion, likely to mislead Customers or to have the effect of deceiving Customers about the extent of the price or other advantage they will enjoy;
8.4.3. the Licensee's conduct (and/or HOBY's association with the Licensee) is such that HOBY has reasonable grounds to believe its reputation may be harmed;
8.4.4. without prejudice to the generality of 8.4.3 above, HOBY believes that the Licensee is engaging in the practice of writing or paying for "fake" customer reviews and/or is accessing Customer accounts to amend or vary reviews; or
8.4.5. the Licensee is in breach of clause 1.
8.5. Notwithstanding, any other term in this Agreement, in the event that this Agreement expires or is terminated (for any reason), all bookings made via the Websites prior to the date of termination for Bed reservations occurring on or after the date of termination shall be honoured by the Licensee on the basis of and in accordance with the terms of this Agreement.
8.6. The Licensee undertakes on termination of this Agreement to immediately cease using and to refrain from all further use of all software, technology and services previously provided by HOBY.

9. GENERAL

9.1. A notice given to a party under or in connection with this Agreement must be in writing and shall be sent:
9.1.1. (if from the Licensee to HOBY) to support@hostelbay.com; and
9.1.2. (if from HOBY to the Licensee) to the email address specified by the Licensee as the email address for future contract related correspondence as part of the contract signature process and included within the Key Details of this Agreement), and, in each case, shall be deemed to have been served when sent.
9.2. HOBY shall be entitled to vary any of the terms of this Agreement at any time by giving no less than 14 days' notice of such changes to the Licensee. In the event that the Licensee is dissatisfied with a notified variation, it shall be entitled to terminate the Agreement (notwithstanding the provisions of clause 8.2) on the giving of at least 3 Working Days' notice (such notice to expire no later than the last day of the 14 day notice period given by HOBY in respect of the varied term). Notwithstanding the above, HOBY may agree to accept less than 3 Working Days' notice in some circumstances but the parties must agree this in writing (i.e. via email). Subject to the foregoing, no variation of this Agreement shall be effective unless in writing and signed by or on behalf of both parties.
9.3. Without prejudice to clause 2.7, the parties acknowledge and agree that they are each responsible for compliance with all relevant data protection legislation and laws relating to privacy in all relevant jurisdictions (the "Data Protection Legislation") in relation to their own respective activities. The Licensee also agrees that it shall protect and respect all personal data that it receives relating to its Customers and shall comply with all Data Protection Legislation and shall not do anything which (or omit to do anything the omission of which) would put HOBY in breach of any Data Protection Legislation (and in particular the Licensee shall not disclose any debit or credit card information provided by any Customer to any person other than as necessary to effect a lawful payment for a Bed or a booking or as required by law).
9.4. The Licensee hereby agrees in advance that HOBY is freely entitled to transfer all of its rights and obligations under this Agreement to (i) any third party acquiring all or a substantial element of that part of HOBY's business or assets to which this Agreement relates or (ii) any subsidiary or group or sister company of HOBY (the "Transferee").
9.5. Upon the Licensee being notified of the identity and contact details of a Transferee, the Licensee agrees that, with effect from the date specified in the notification, it will thereafter treat the Transferee (i) as solely responsible to the Licensee for all of the obligations of HOBY and (ii) as the recipient of all of the rights of HOBY under this Agreement.
9.6. Without prejudice to clause 9.5, the Licensee shall (where requested by HOBY) promptly do all such acts and sign such documents (including entering into a novation agreement) so as to confirm and evidence any transfer of the type described in clause 9.4 and HOBY shall procure that the transferee signs such documents where necessary.
9.7. This Agreement (which includes the Key Details and all appendices) contains the entire agreement and understanding of the parties and supersedes all prior agreements, undertakings, or arrangements relating to its subject matter, save for any or all of the following contracts which the Licensee may be bound by:
(i) any terms and conditions governing featured listings on HOBY-related Websites and/or
(ii) any other written terms and conditions that may be introduced by HOBY in the future. For the avoidance of doubt it is HOBY's opinion that none of these terms and conditions listed in (i) to (ii) of this clause 9.7 cover the same subject matter as this Agreement but, in the event of any conflict, this Agreement would take precedence.
9.8. This Agreement is personal to the Licensee and may not be assigned, sub-contracted or otherwise transferred in whole or in part without HOBY's prior written consent. The Licensee shall give HOBY reasonable prior notice if it proposes to transfer ownership of the Property to a third party. Nothing in this Agreement shall render HOBY and the Licensee as partners or joint venturers.
9.9. The original English language version of this Agreement may have been translated into other languages. The translated version of the English version is a courtesy translation only and the parties' rights and obligations are and shall be determined by the English version. In the event of a dispute about the contents or interpretation of this Agreement or in the event of any conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail and be binding and conclusive. The English version shall be used in any and all legal proceedings.
9.10. This Agreement shall be governed by and construed in accordance with the laws of GREECE, and HOBY and the Licensee agrees to submit to the jurisdiction of the Greece courts. Certain Licensees connect to HOBY's IT system and obtain the benefit of HOBY's marketing, IT and data management services via an API and using their own property management system or a third party management system. Other Licensees incorporate HOBY's Booking Engine into their own website. The following clauses 10 and 11 only apply (respectively) to those Licensees that use the HOBY technology in one of these ways.

10. API LICENSEES

This clause only relates to and is only binding on those Licensees that connect to HOBY's IT system via an API.
10.1. HOBY shall have the right to suspend the API connection at any time and from time to time in its absolute discretion in the event that the connection causes: (a) the HOBY system to suffer technical problems and/or (b) the HOBY system becoming overloaded and/or (c) the HOBY system's processing or response times to significantly increase. HOBY values all their accommodation partners who connect via the API and will not take such action lightly or without making reasonable attempts to notify any Licensees who would be or might be suspended as a result of this action, ideally in advance of but possibly during or after such a suspension of services. Furthermore, HOBY will endeavour to minimize the amount of time for which the API is suspended and to work with the Licensees to, where reasonably possible, mitigate the impact of such a suspension on the Licensees business.
10.2. The Licensee is responsible for ensuring that its API connectivity provider has the capacity and functionality to be able to provide reporting to HOBY that shows the level of Bed / Bedroom availability and allocation provided to HOBY, both historically and by way of projections for the future.

11. BOOKING ENGINE LICENSEES

This clause only relates to and is only binding on those Licensees that operate Websites that incorporate the HOBY Booking Engine.
11.1 The Licensee agrees that, to the extent that there are intellectual property and other rights in and to the "confirmation of booking" page of the Licensee's website, such rights will vest in HOBY and HOBY may require its own branding (and such other content as HOBY considers to be fit and appropriate) to appear on this page.
11.2 The Licensee is hereby granted a non-exclusive, non-transferable, non-sub-licensable personal, revocable licence to use HOBY's proprietary technology as the basis of its HOBY Booking Engine for use in those of its Websites as are specified in the table in clause 11.4 below. This licence is granted solely and strictly for the purpose of enabling the Licensee to accept online bookings in respect of the Properties that are owned and operated by the Licensee in accordance with the terms of this Agreement and said license shall expire and terminate in full automatically at the end of the Term.
11.3 The Licensee shall not at any time copy or reproduce in any way the whole or part of the HOBY Booking Engine or any other of HOBY's proprietary technology (together the "HOBY Technology"), and shall not attempt to ascertain or list the source code relating to the HOBY Technology and nor to decompile or translate the HOBY Technology into any other computer language nor attempt to do so. This provision shall survive the termination or expiry of this Agreement.

APPENDIX 1

1. The following payment and offset provisions will apply so as to facilitate the effective payment of the Service Fee to HOBY by the Licensee:
1.1. in the event that the Deposit exceeds the Service Fee, HOBY shall retain the proportion of the deposit that equals the Service Fee and shall pay the remainder to the Licensee;
1.2. in the event that the Deposit is less than the Service Fee, HOBY will retain the entire deposit and the Licensee shall pay the difference to HOBY;
1.3. in the event that the Deposit is equal to the Service Fee, HOBY shall retain the entire deposit and no further sums shall become due from either party to the other; and
1.4. in the event that HOBY, acting on behalf of the Licensee, is ever required by law to refund the Deposit to a Customer, the Licensee shall pay the entire Service Fee to HOBY.
2. Where the Licensee is required to make a payment to HOBY pursuant to paragraphs 1.2 or 1.4, of this Appendix 1 the Licensee will effect payment of such sums either by setting up a form of direct debit or automated credit card payment, such that the appropriate amount can be collected by HOBY on a daily basis (save where an alternative form of payment is agreed by both parties). Where HOBY is required to make a payment to the Licensee pursuant to paragraph 1.1 of this Appendix 1, HOBY will make the payment in a timely fashion, either by means of an aggregated payment which is calculated and made on a monthly basis or by such alternative method as HOBY may instigate (acting reasonably) from time to time.

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