“Terms – Hotels”2019-06-26T10:36:41+01:00

RFPMAKER – HOTEL – AGREEMENT

TERMS AND CONDITIONS

BACKGROUND

· RFPMaker is a brand and brand name for any services supplied by Shevana ApS with Danish company reg. No: CVR No.: 33753241, domiciled at Buen 51, DK-6000 Kolding

· RFPMaker is fully owned by Shevana ApS

· RFPMaker is an online platform which facilitates direct booking at HOTEL´s website from demand channels including membership based large associations and corporate consortia and corporate staff groups and any other closed demand channels

· Access to hotel supply via RFPMaker is restricted to these demand channels which are closed, meaning that access is only granted to registered members of the respective demand channels referenced herein.

· The aim is to supply the best volume accommodation deals to said members and for HOTELS to establish a steady recurring customer group and to reduce their OTA commissions significantly

· The specific hotels to this Agreement are referenced herein as HOTEL

§ 1

COMMENCEMENT

This Agreement shall enter into force upon HOTEL´s digital acceptance of the Terms & Conditions made available in the official website www.rfpmaker.com and shall remain in force until terminated by either Party by giving notice at least three months before the requested termination date.

§ 2

ACCOUNT PAYMENT AND ACTIVATION

HOTEL must pay a onetime fee of 19.95 EURO which covers the activation and registration of HOTEL´s account with RFPMaker. In connection with said account registration, HOTEL must provide full contact coordinates including name of Hotel, address, contact person or contact department and relevant e-mail addresses, website and telephone numbers. The fee of 19.95 EUR must be paid by HOTEL and received by RFPMaker before HOTEL can submit bids to RFPs presented by RFPMaker pertaining to § 3 herein.

Payment of the account set-up fee and the fixed transaction fee pertaining to § 3 can be made through:

· Online payment via Stripe.

· Bank transfer payment shall be made subject to receipt of invoice in PDF format via e-mail, sent to the specified e-mail address of the hotel’s financial

manager (finance department), or to all e-mail addresses specified in HOTEL´s account on the RFPMaker platform. Transfer time may take up to five banking days before payment is received by RFPMaker.

Payments as described above are to be transferred to banking coordinates as follows:

Bank: Jyske Bank

Currency account: EURO

IBAN-no.: DK6850780001102749

BIC address: JYBADKKK

§ 3

PROCESS & REGULATION

Subsequent to HOTEL´s account registration and payment of the 19.95 € account fee, HOTEL is requested to respond to RFPs (Request For Proposal) forwarded by RFPMaker concerning actual demands for room nights and to submit HOTEL´s bid on the discount of BAR.

HOTEL is requested to provide a PMS integrated URL including the discount for the demand channels members´ subsequent booking directly at the HOTEL´s website.

All member payments for room nights and/or any other services supplied by HOTEL shall be settled directly between HOTEL and the member guests.

§ 4

BOOKING FEES

RFPMaker is entitled to 3 EURO per realized room night at HOTEL for all bookings made by members as defined herein introduced by RFPMaker via the RFPMaker platform to HOTEL.

RFPMaker reserves the right to change the room night fee no more than once a year.

If a member as defined herein books via the OTAs or the GDSs then the hotel is not required to pay the 3 € per room night.

When a member has made the first booking HOTEL is free to contact the member with special offers that might be better than the discount HOTEL has agreed with RFPMaker. In this case, HOTEL is still obligated to pay the 3 € per room night.

If HOTEL can document a previous agreement with one of said members and the member books directly at HOTEL not using the RFPMaker booking engine and the provided URL referenced herein, then HOTEL shall not pay the 3 € per room night.

However, if such a member with a previous agreement with HOTEL chooses to book at HOTEL using the RFPMaker booking engine and the provided URL referenced herein, then HOTEL is obligated to pay the 3 € per room night.

HOTEL is obligated to present RFPMaker with a monthly room night production report by the end of every month, showing all completed bookings and number of member nights at HOTEL, pertaining to members referred to HOTEL via the RFPMaker platform.

The 3 EURO room night fees are calculated according to the members´ actual spent number of room nights, regardless if this number is higher or lower than the original booking.

Payments of said booking fees pertaining hereto are due on a monthly settlement basis to be bank transferred or through credit card at latest 15 calendar days in the month following the settlement month.

§ 5

TERMINATION

This agreement is by nature interminable.

However, each Party has the right to cancel this agreement with 12 months’ notice.

In case RFPMaker serves cancellation notice then HOTEL is entitled to a refund of the account fee referenced in § 2 herein.

§ 6

VALUE ADDED TAX (VAT)

According to the Danish legislation the following VAT rules apply:

o Entities based in Denmark will have 25% VAT applied to invoices

o Entities based in countries within the European Union (EU), other than in Denmark, will not have VAT applied to invoices, so long as a VAT number is provided. Entities who do not provide a VAT number may have an additional 25% VAT applied

o Entities outside the EU, no VAT is applied

§ 7

PROPRIETARY RIGHTS

Any rights including but not limited to patents, trademarks, copyrights, software rights, licensing rights, and proprietary know-how that exist prior to this Agreement as well as any such rights that might be developed after commencement of this Agreement are deemed property of RFPMaker.

Any use of the logos, patents, trademarks, or other rights belonging to RFPMaker are subject to prior written approval by RFPMaker.

Failure to comply with this provision shall be construed as substantial breach of Agreement.

§ 8

PUBLICITY

All terms and conditions herein are published on the official RFPMaker website.

§ 9

CONFIDENTIALITY

HOTEL is to maintain complete confidentiality with respect to any and all information acquired under this Agreement. This clause of confidentiality is to remain in force indefinitely. Failure to observe this confidentiality clause is to be construed as a substantial breach of Agreement.

§ 10

NON-CIRCUMVENTION

HOTEL is not allowed to circumvent and enter into any direct agreements with members as defined herein other than the exemptions referenced in § 4 herein.

A circumvention is defined as any activity or agreement which consequently deprives RPFMAKER of its revenue pertaining to § 3 herein.

§ 11

JURISDICTION and DISPUTES

The Parties are committed to solve any disputes arising from this Agreement in amicability. Any disputes that cannot be settled in this way will be handled by arbitration with seat in Copenhagen, Denmark and subject to Danish jurisdiction and subject to the arbitral organization’s rules and regulations and current legislation.

§ 12

AGREEMENT EFFECTIVE DATE

This Agreement become effective according to § 1 herein.