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Trip.com Group General Distribution Agreement

By clicking “I Agree”, or providing Trip with access to the Accommodation Partner’s Property and Room Information on the Channels Plus Platform, the Accommodation Partner acknowledges that it has read and agrees to these terms and conditions with Trip.

Accommodation Partner and Trip are each referred to herein as a “Party”, and collectively as the “Parties”.

This agreement shall remain valid unless it is terminated by either Party pursuant to the terms of this Agreement or replaced by a new contract entered into by and between the parties. Each Party shall appoint a person to be in charge of all matters with regards to this Agreement.

1. Definitions

a. Channels Plus Platform: The API and marketplace developed by SiteMinder Limited (and its affiliated entities) (SiteMinder) that enables SiteMinder customers (including the Accommodation Partner) to upload availability, rates and inventory, and other content/information to a marketplace where SiteMinder partners (including Trip) can view and pull Property and Room Information so that it can be featured and sold via the partner’s booking service.

b. Property and Room Information: All information, including availability information, rates (inclusive of applicable taxes, levies, surcharges and fees), photographs, trademarks, names, trade names, logos, descriptions, and other content or material provided by Accommodation Partner on the Channels Plus Platform.

c. Trip: Trip.com Travel Singapore Pte. Ltd.

d. Websites: www.trip.com and Trip’s affiliated entities and/or business partners’ websites, mobile apps and other services under their operation.

2. Room Rate and Information

2.1 Rate Information: The Accommodation Partner will upload Property and Room Information to the Channels Plus Platform, which Trip may display on its booking service. Accommodation Partner shall immediately notify Trip if Accommodation Partner believes that Trip has incorrectly derived any rates, fees, charges or other amounts relating to Accommodation Partner’s rooms

2.2 Standard Price: The commission percentage shall be calculated as ___% of the rate exclusive of taxes but inclusive of fees, levies and other charges. For each room night covered by a prepay booking or fenced booking, Trip will be entitled to commission equal to the commission percentage of the rate. The Parties agree that the commission may be varied via the Channel’s Plus Platform.

2.3 Property Information: Accommodation Partner shall be responsible for the accuracy of Property and Room Information, and guarantees Trip that Property and Room Information is legitimate, reliable and an accurate reflection of Property and offerings, and such information does not infringe or in any way infringe on the lawful rights of any other third party. Accommodation Partner agrees to advise Trip immediately in writing if any such information is incomplete or inaccurate. Accommodation Partner agrees that Trip may display Property and Room Information in a proper form on the Websites without being charged any extra fees or being exposed to any potential liabilities; otherwise, Accommodation Partner agrees to compensate Trip losses and all reasonable costs and expenses.

3. Payment

3.1 Prepay Model
Trip will collect advance payment of relevant amounts from guests at the time of booking. Accommodation Partner will be entitled to amounts (the “Prepay Amounts”) equal to the rates minus the commissions and plus taxes applicable to the Property and fees. For each prepay booking, Trip shall remit to Accommodation Partner the Prepay Amount paid by the guest (except to the extent Trip is required to pay such taxes directly to the applicable tax authorities). When the guest arrives at Property, Accommodation Partner is not allowed to charge a room fee from the guest again.

Accommodation Partner can collect Prepay Amounts by VCC (Virtual credit card)

  1. Trip will provide Accommodation Partner VCC information and Prepay Amount along with the reservation notification.
  2. Accommodation Partner covers the credit card transaction fee when collecting the room charge. Accommodation Partner shall only charge the same amount and currency as stated on the guest’s reservation. Trip reserves the right to claim any amount that is overcharged by Accommodation Partner.
  3. If Accommodation Partner does not charge the relevant VCC in accordance with this clause for any amount for a prepay booking within 12 months of the date after check-out, cancellation or no-show, then neither Trip nor the guest will have any further obligation related to such booking.
  4. In case Accommodation Partner requires any assistance in acquiring or charging VCC, Accommodation Partner may contact vcc@trip.com.

4. Taxes

The Parties shall bear its own respective taxes and fulfil its respective tax compliance obligations, in accordance with applicable tax laws. In the event that applicable tax laws change, or new tax laws become effective, or if there is any change in the interpretation or application of such tax laws during the term of this agreement, one Party shall notify the other. The Parties shall make equitable adjustments to such changes in good faith, and such adjustments, if any, shall be agreed upon by both Parties.

5. Others

5.1 Data Compliance

  1. Both Parties are independent data controllers who decide the purpose and method of data processing, and agree to comply with applicable data protection laws. SiteMinder is appointed as the data processor by Accommodation Partner to process personal data on behalf of Accommodation Partner as instructed. Accommodation Partner shall process personal data of guests and reservation information shared by Trip solely to facilitate accommodation reservation management.
  2. A guest may submit documentation, including without limitation his/her identification, flight delay/cancellation notifications, diagnosis report, etc., for the purpose of applying for free cancellation of a valid reservation. Since such document includes personal data of the guest, it will be accessible to Accommodation Partner only in the letter from Trip via email and will become inaccessible after the guest’s application is (dis)approved by Accommodation Partner. Accommodation Partner shall not copy or store such documentation by screenshot, photography or any other unenumerated methods. In addition, Accommodation Partner is obliged to protect the guest’s personal data included therein by following the standards and rules as specified in this Agreement.

5.2 Termination: Either Party shall have the right to terminate this Agreement by serving a THIRTY (30) days advanced notice to the other Party. Any termination of this Agreement, regardless of the reason, will not impact any rights or obligations that have already accrued for either Party. Among other things, Accommodation Partner is obligated to fulfill all existing reservations before the termination, unless Trip explicitly states otherwise.

5.3 Force Majeure: If a Party cannot perform this Agreement due to wars, earthquakes, volcanic eruption, lightning attack, floods, fires, epidemics, pandemic, airline strike, act of government or other events of force majeure, the performance of this Agreement shall be postponed, and neither Party shall be responsible for the damages caused by the postponement. If the postponement caused by a force majeure incident exceeds one month, either Party may notify in writing the other Party to immediately terminate this Agreement without assuming default liabilities.

5.4 Anti-Commercial Bribery: Parties shall comply with FCPA under this Agreement. Accommodation Partner shall not pay any commission and remuneration or provide any present or treatment to Trip’s employees, except for the advertisement gifts with small value accordant with business practice. (Trip reporting telephone: 8621-54261440, Trip reporting email: jubao@trip.com).

5.5 Confidentiality: The Parties shall not disclose Confidential Information to any third party. Confidential Information in this Agreement means the non-disclosure information, including but not limited to commercial programs, client lists, technology data, product designs, development plans, staff lists, operation manuals, processing techniques, technology theories, inventions, financial conditions, credit card information and other materials agreed as confidential when delivered. In the event of violating the obligation of confidentiality, the offending Party shall bear all liabilities, including but not limited to compensating for direct losses incurred.

5.6 Other Charges: If a dispute arises during the term of this Agreement with respect to any payment obligation under this Agreement, the Parties will work together in good faith to resolve such dispute, and until such dispute has been resolved in a manner satisfactory to both Parties, Accommodation Partner will not (i) apply any payment received for any other booking or invoice to the disputed booking or invoice, (ii) charge or attempt to charge the Guest directly for the disputed amount, (iii) refuse to honor any Guest’s booking, or (iv) take any other action likely to interfere with the fulfillment or enjoyment of any Guest’s booking. Accommodation Partner is responsible for any changes or services requested by a Guest directly from its Property and Accommodation Partner is solely responsible for collecting from the Guest any charges for such changes or services.

5.7 Compliance: Partner shall conduct its business in accordance with standard business ethics and confirms that it possesses all the necessary authorizations, licenses, or permits required by law and regulatory authorities to fulfill its rights and obligations under this Agreement. If the Partner fails to comply with this Clause, or if there is any indication of non-compliance, Trip has the right to take various actions at its sole discretion, including but not limited to suspending the Agreement, removing the Property from the Websites, withholding payments, seeking compensation, setting off any additional expenses against any funds held in Partner’s account with Trip, or terminating the Agreement immediately. If the Partner fails to comply with this Clause, or if there is any indication of non-compliance, Trip has the right to take various actions at its sole discretion, including but not limited to suspending the Agreement, removing the Property from the Websites, withholding payments, seeking compensation, setting off any additional expenses against any funds held in Partner’s account with Trip, or terminating the Agreement immediately.

5.8 Further Assurance: If reasonably requested by either Party in connection with responding to any compliance or independent audit inquiry or action by a governmental authority or preparation or audit of a Party’s financial statements, the other Party will cooperate with the requesting Party in making appropriate individuals and information available to enable the Party requesting assistance to respond to such inquiry or action or to timely prepare or audit its financial statements, provided that Confidential Information shall not be disclosed to the governmental agency except to the extent required by law.

5.9 Governing Law and Dispute Venue: This Agreement and any disputes under this Agreement will be governed by the Singapore Laws, and both parties agree to submit their disputes to the Singapore International Arbitration Centre (SIAC).

5.10 Notices to Parties: Notices under this Agreement shall be sent by email to a Party’s email address, as specified on the Channels Plus Platform. Each Party may change its contact details by giving notice to the other Party.