Terms and Conditions

These general delivery terms including the Annexes (the “ Terms”), supplemented by OnePlace (The One Place To Be Limited)’s policies as published on the Partner Hub (the “Policies”), form an integral part of the Accommodation Agreement (together with the Terms and the Policies, “ Agreement”) and are entered into between the Accommodation and OnePlace (The One Place To Be Limited) (each a “Party” and collectively the “Parties”).

1.1 In addition to terms defined elsewhere in the Agreement, the following definitions apply throughout the Agreement unless the contrary intention appears:

"Accommodation" means the legal entity (legal person or natural person) and, where different, the accommodation (meaning property) that is a signatory to the Agreement in relation to which the legal entity is contracting, and to which these Terms are applicable.

“Accommodation Information” means information provided by and relating to the Accommodation for inclusion on the Platform, including pictures, photos, and descriptions; its amenities and services; the rooms available for reservation; details of the rates (including all applicable Taxes, unless applicable mandatory law provides otherwise, and surcharges); availability, cancellation, and no-show policies; other policies and restrictions; and any (further) information that OnePlace (The One Place To Be Limited) is required to display on the Platform under applicable law.

"Affiliated Company" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party at any time during the term of the Agreement, including its directors, officers, and employees. 

"Connectivity Partner" means a professional software and service provider who offers Connectivity Services to Accommodations, and who has concluded a valid and continuing connectivity partnership agreement with OnePlace (The One Place To Be Limited).

"Connectivity Services" means the services provided to the Accommodation by a Connectivity Partner allowing for the communication of Accommodation Information and Customer Data between the Accommodation’s computer systems and the OnePlace (The One Place To Be Limited) Platform, via the systems of the Connectivity Partner.

"Customer Data" means the dates of arrival and departure, number of nights booked, room type (including smoking preference if available), Room Price, Guest name, address and, if applicable, credit card details and any other specific request made by the Guest.

"Data Controller" means the natural or legal person who, whether alone or jointly with others, determines the purposes and means of the processing of Personal Data, or any similar concept (e.g., "business"), under Technology and Data Laws.

"Direct Debit" means the instruction given by the Accommodation to its bank so that OnePlace (The One Place To Be Limited) is authorized to collect the relevant amount under the Agreement directly from the bank account of the Accommodation.

"European Economic Area" means member states of the European Union as well as Norway, Iceland, and Liechtenstein (as amended by the appropriate governing body from time to time).

"Extranet" means the online systems of OnePlace (The One Place To Be Limited) that can be accessed by the Accommodation (after inputting its username and password) for, among other things, uploading, changing, verifying, updating, and/or amending the Accommodation Information and reservations.

"Facilitated Payment" means the payment methods that OnePlace (The One Place To Be Limited) may in certain jurisdictions make available on the OnePlace (The One Place To Be Limited) Platform as further detailed in Annexes 3A to 3C, including for the (pre-/down-) payment of the Room Price by a Guest to the Accommodation and the settlement of the Commission by the Accommodation to OnePlace (The One Place To Be Limited) (as applicable) pursuant to which bank transfer, credit card payments, or other forms of online payments (as available) can be made and processed for and on behalf of the Accommodation.

"Financial Crime Requirements" means the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, the U.K. Criminal Finances Act 2017, and any other applicable laws, statutes, regulations, treaties, or codes relating to anti-bribery, anti-corruption, anti-money laundering, anti-tax evasion/facilitation of tax evasion, anti-terrorism financing, economic and trade sanctions, and anti-financial crimes applying in the countries in which either of the Parties operates or has a place of business.

“Force Majeure Event” means any of the following events affecting multiple Guests and multiple accommodations: acts of God; volcanic eruption; (natural) disaster; fire; (acts of) war; hostilities or any local or national emergency; invasion; compliance with any order or request of any national, provincial, port, or other public authority, government regulation, or intervention; military action, civil war, or terrorism; (biological, chemical, or nuclear) explosion; rebellion; riots; insurrection; strikes; civil disorder (or the material or substantial threat or justified apprehension of any such events); curtailment of transportation facilities; close-down of airports; or any other exceptional and catastrophic event, circumstance, or emergency, preventing or making it impossible or illegal or highly unsafe for Guests to travel to or stay at the Accommodation.

“Guest” means a visitor to the Platform or a customer or guest of the Accommodation who made their reservation via the Platform.

"Intellectual Property" means any (or, where relevant, any application for any) patent, copyright, invention, database right, design right, registered design, trademark, trade or business name, brand, logo, service mark, know-how, utility model, unregistered design, or domain name (under any extension, e.g., .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

"Marketed Online" means marketed to the general public online by any means, including on mobile applications. This definition excludes email, SMS, and instant messaging communications that are not aimed at the general public.

"Messaging Service" means the service that OnePlace (The One Place To Be Limited) may from time to time provide as part of its service to the Guest and to the Accommodation to facilitate communication between the Guest, the Accommodation, and OnePlace (The One Place To Be Limited).

"Narrow Parity Countries" means the following countries and regions: Armenia, Australia, Brazil, China, Georgia, the Hong Kong Special Administrative Region of the People’s Republic of China, Israel, Japan, South Korea, Turkey, the United Kingdom, New Zealand, and/or such other jurisdictions as from time to time indicated by OnePlace (The One Place To Be Limited).

"No Parity Countries" means all countries and regions within the European Economic Area, Russia, South Africa, Switzerland, and/or such other jurisdictions as from time to time indicated by OnePlace (The One Place To Be Limited).

“Partner Hub” means OnePlace (The One Place To Be Limited)’s partner help center (partner.OnePlace (The One Place To Be Limited)) where OnePlace (The One Place To Be Limited) offers additional support and information for Accommodations.

"Personal Data" means any information relating to an identified or identifiable natural person (meaning someone who can be identified, directly or indirectly, by reference to an identifier such as a name, credit card details, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person).

"Platform" means the website, app, tools, and/or platform of OnePlace (The One Place To Be Limited) and/or its Affiliated Companies and Strategic Partners on or through which the Service is made available.

"Published Online" means made available to the general public online by any means, including on mobile applications. In the case of rates, publication includes the display of the rates or sufficient detail for the consumer to calculate rates (e.g. xx% off, $yy discount).

"Room Price" means the total price of the reservation including all applicable Taxes (unless applicable mandatory law provides otherwise), extras, and add-ons made or included prior to check-in (e.g. breakfast) as set or uploaded by the Accommodation to OnePlace (The One Place To Be Limited) through the Extranet, through a Connectivity Provider (as applicable and available), or in such other way as OnePlace (The One Place To Be Limited) may indicate from time to time.

"Service" means the online accommodation reservation system of OnePlace (The One Place To Be Limited) through which Accommodations can make their rooms available for reservation and through which Guests can make reservations at the Accommodations, the promotion of the Accommodation, the Facilitated Payment, and the Messaging Service.

"Sublicense Partner" means a partner that sublicenses elements listed in Clause 3.2 to OnePlace (The One Place To Be Limited) (i.e. Agoda and HotelBeds).

"System" means the (XML) system that Accommodations can access to use the Service and manage the administration (including rates, booking policies, etc.) of the Accommodation on the Platform.

"Taxes" means value-added tax (VAT), sales taxes, and/or other applicable national, governmental, provincial, state, municipal, or local taxes, fees, (sur)charges, and/or levies.

"Technology and Data Laws" means any applicable law relating to the provision of digital services and the protection and use of information and data (including but not limited to rules regarding information security, the processing of Personal Data, the protection of privacy, the use of device-related information, the operation of digital marketplaces and platforms, and the use of information for marketing purposes), applicable to one or both of the Parties, and any laws or regulations ratifying, implementing, adopting, supplementing, amending, or replacing such laws or regulations.

"Unpublished" means not Published Online.

"We Price Match" means the guarantee issued by OnePlace (The One Place To Be Limited) (under this or any other name) to the Guest stating that OnePlace (The One Place To Be Limited) will match the best rate for an equivalent room in the same Accommodation with the same check-in and check-out dates and the same booking conditions, including room type, bed type, number of guests, amenities and add-ons (such as breakfast, WiFi, early/late check-out), restrictions, and policies (such as reservation changes and cancellation policy).

"Wide Parity Countries" means all countries and regions, with the exception of Narrow Parity Countries and No Parity Countries.

1.2 Unless the context requires otherwise, words in the singular shall include the plural and words in the plural shall include the singular.

3.1 The Accommodation grants OnePlace (The One Place To Be Limited) a non-exclusive, royalty-free, and worldwide right and license (or sublicense as applicable):

(i) To use, reproduce, have reproduced, distribute, sublicense, communicate, make available in any method ,and display the Accommodation’s Intellectual Property as provided to OnePlace (The One Place To Be Limited) pursuant to the Agreement, and which is necessary for OnePlace (The One Place To Be Limited) to exercise its rights and perform its obligations under the Agreement; and

(ii) To use, reproduce, have reproduced, process, distribute, sublicense, display, and utilize (including without limitation to publicly perform, modify, adapt, communicate, reproduce, copy, and make available to the public in any manner whatsoever) the Accommodation Information.

3.2 The Accommodation authorizes OnePlace (The One Place To Be Limited) to sublicense, make available, disclose, and offer through or in collaboration with an Affiliated Company and/or Strategic Partners the following:

(i) The Accommodation Information;

(ii) The relevant Intellectual Property of the Accommodation;

(iii) The primary point-of-contact details of the Accommodation;

(iv) Special offers made available by the Accommodation on the Platform; and

(v) All such further rights and licenses set out in the Agreement.

OnePlace (The One Place To Be Limited) shall have no liability to the Accommodation for any acts or omissions attributable to any Strategic Partner, and will remain liable for any act or omission solely attributable to OnePlace (The One Place To Be Limited).

The Accommodation grants OnePlace (The One Place To Be Limited) the right to use the elements listed in (i) to (v) above, when provided to OnePlace (The One Place To Be Limited) by one of OnePlace (The One Place To Be Limited)’s Sublicense Partners, and to display the Accommodation as a “Partner Offer” on the OnePlace (The One Place To Be Limited) Platform. OnePlace (The One Place To Be Limited) will display any Partner Offer in accordance with the terms of this Agreement and the terms of OnePlace (The One Place To Be Limited)‘s agreements with its Sublicense Partners.

3.3 OnePlace (The One Place To Be Limited) may display any/all of the content of the Platform on the platforms and websites of third parties. Where the sharing by OnePlace (The One Place To Be Limited) of Guest Personal Data and other Accommodation data with third parties is not necessary for the proper functioning of the Platform, the Accommodation may:

(i) Where applicable, amend its data-sharing preferences using the opt-out mechanism in its account settings; or if no opt-out mechanism is available

(ii) Contact OnePlace (The One Place To Be Limited) at [email protected] (The One Place To Be Limited) and, if required under applicable Technology and Data Laws, request that the changes to the data-sharing preferences are made.

3.4 The data OnePlace (The One Place To Be Limited) collects in relation to the Accommodation (including its staff members, agents, representatives, and other individuals) or which is generated by the Accommodation’s use of the Platform depends on the context of the Accommodation’s business relationship and interaction with OnePlace (The One Place To Be Limited), the choices it makes and the products, services, and features it uses. The data may include:

(i) Personal Data, contact details, financial data, partner service data, partner marketing; and

(ii) Verification details, information on insolvencies, fraud detection, law enforcement and tax authority requests, and product usage data and analytics. The Accommodation may access the data listed at 3.4(i) through the Extranet.

3.5 The data OnePlace (The One Place To Be Limited) collects in relation to Guests depends on the context of the Guest’s interaction with OnePlace (The One Place To Be Limited), the choices the Guest makes, and the products, services, and features they use. The data may include reservation details, payment data, account data, customer service data, reviews, guest marketing, and product usage data and analytics. The Accommodation may access this data (where necessary and in the case of the usage data and analytics in aggregated form) through the Extranet.

3.6 OnePlace (The One Place To Be Limited) has access to the data mentioned in Clauses 3.4 and 3.5 for purposes including, but not limited to: (i) Providing services (including making, administering, and managing reservations or handling payments);

(ii) Providing customer service;

(iii) Detecting, preventing, and investigating fraudulent and other illegal activities and data breaches;

(iv) Analytical and product improvement purposes;

(v) Marketing and service updates;

(vi) Hosting, technical support, overall maintenance, and maintaining security of such shared data; and

(vii) Ensuring compliance with applicable laws.

3.7 Information on how OnePlace (The One Place To Be Limited) collects, uses, shares, or otherwise processes Personal Data is in the privacy statement(s) on the Platform, as updated from time to time.

5.1 The Accommodation represents and warrants to OnePlace (The One Place To Be Limited) that for the term of the Agreement:

(i) the Accommodation has all necessary rights, power, and authority to use, operate, own (as applicable), (sub)license, and permit OnePlace (The One Place To Be Limited) to make available on the Platform the Accommodation and all Intellectual Property in regard to the Accommodation as set out or referred to in the Accommodation Information;

(ii) The Accommodation holds and complies with all permits, licenses, and other governmental authorizations, registrations, and requirements (including mandatory info-sharing with authorities) necessary for conducting its business and making the Accommodation available on the Platform for reservation;

(iii) The Accommodation is duly registered with all relevant tax authorities (including applicable statutory (local) revenue collection authorities) as a hotel or other accommodation provider;

(iv) The Accommodation shall not, except with express prior written approval by OnePlace (The One Place To Be Limited), sell or offer for sale on the Platform any package within the meaning of national laws implementing, relating to, or similar in substance to the Directive (EU) 2015/2302 of the European Parliament and of the Council of November 25, 2015 on package travel and linked travel arrangements (the "Package Travel Directive");

(v) Except where the Accommodation (meaning property) is located in a No Parity Country (in which case this Clause 5.1 (v) does not apply), or where the Accommodation is incorporated in a Wide Parity Country (in which case the wording of this Clause 5.1 (v) is deleted and replaced by the wording in Annex 5), the prices for the rooms advertised on the Platform are the same or better to the best available price for an equivalent stay as Marketed Online, Published Online, or otherwise made available online by the Accommodation on its own website, and a better price cannot be obtained by a Guest making a reservation with the Accommodation directly on its website or app;

(vi) the Accommodation (which includes, for the purpose of this warranty, both the operator and the owner of the property) and its directors and direct, indirect, and ultimate beneficial owners and their directors, and third parties working for, or on behalf of, the Accommodation, are not:

(a) in any way connected to terrorists or terrorist organization(s);

(b) listed on any applicable list of sanctioned or restricted parties/persons, or;

(c) ordinarily resident in or organized under the laws of any jurisdiction subject to comprehensive or other territory-wide sanctions, with which dealings are prohibited under applicable law.

The Accommodation shall not take any action that would breach, or place OnePlace (The One Place To Be Limited) in breach of, applicable sanctions. The Accommodation shall immediately notify OnePlace (The One Place To Be Limited) in the event of an actual or suspected breach of this Clause 5.1 (vi); and

(vii) The Accommodation:

(a) Respects the human rights of its staff and customers and does not employ child labor, forced labor, or unsafe working conditions;

(b) does not engage in or permit discrimination based on, but not limited to, the characteristics included in the Policies, nor does the Accommodation engage in or permit cruel or abusive practices in the Accommodation;

(c) Pays each employee at least the relevant minimum wage, provides all legally mandated benefits, and complies with the laws on working hours and employment rights in the jurisdiction where the Accommodation operates; and

(d) Shall not hold any person in slavery or servitude, or arrange or facilitate the travel or stay of another person with a view to that person being exploited.

The Accommodation shall encourage compliance with the standards set out in this Clause 5.1 (vii) by any supplier of goods or services that it uses in performing its obligations under the Agreement.

5.2 Each Party represents and warrants to the other Party that for the term of the Agreement:

(i) It has the full corporate power and authority to enter into and perform its obligations under the Agreement; (ii) It has taken all corporate action required by it to authorize the execution and performance of the Agreement; (iii) The Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms; and

(iv) It complies in all material respects with all applicable governmental laws, codes, regulations, ordinances, and rules of the country, state, or municipality under which law the relevant Party is incorporated (and in regard to the Accommodation, also the jurisdiction where the property is located) with respect to the products offered and/or services rendered by such Party.

5.3 Except as otherwise expressly provided in the Agreement, neither Party makes any representations or warranties, express or implied, in connection with the subject matter of the Agreement and disclaims all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

5.4 OnePlace (The One Place To Be Limited) disclaims and excludes all liability in respect of the Accommodation that is related to:

(i) Any (temporary and/or partial) breakdown, outages, downtime, interruption, or unavailability of the Platform, the Service, and/or the Extranet; and (ii) Any (connection to any) Connectivity Partner or Connectivity Services that the Accommodation uses to transmit the Accommodation Information.

5.5 OnePlace (The One Place To Be Limited) provides and the Accommodation accepts the Service, the Platform, and the Extranet on an "as is" and "as available" basis. OnePlace (The One Place To Be Limited) routinely seeks to improve the functionality and safety of the Service, the Platform, and the Extranet, and may make changes to them at any time.

7.1 Unless otherwise agreed, the Agreement shall commence on the date of acceptance by the Accommodation and shall continue for an indefinite period of time. Each Party may terminate the Agreement at any time and for any reason by written notice to the other Party with a notice period of 15 days.

7.2 Each Party may suspend or terminate the Agreement with immediate effect in the event of: (i) a legal or regulatory obligation to do so;

(ii) an imperative reason under applicable law; or

(iii) a repeated infringement of the Agreement by the other Party.

Such event may arise in connection with, for example, illicit or inappropriate content, safety, fraud, data breaches, or cybersecurity risks, including non- compliance with Annex 2.

A Party that invokes this Clause 7.2 shall provide the other Party with a statement of reasons without undue delay, unless there is a legal or regulatory obligation not to do so.

7.3 Without prejudice to Clauses 7.1 and 7.2, OnePlace (The One Place To Be Limited) may by notice in writing (which includes a statement of reasons) restrict or suspend all or part of its obligations under the Agreement with immediate effect, and/or may terminate the Agreement and/or close its Platform for the Accommodation after a notice period of 30 calendar days, in any of the following (reasonably anticipated or suspected) events or circumstances:

(i) a breach by the Accommodation of any term of the Agreement;

(ii) (a filing or submission of a request for) bankruptcy, insolvency, or suspension of payment or a similar action or event in respect of the Accommodation;

(iii) failure to pay any of OnePlace (The One Place To Be Limited)’s invoices, debit notes, or charges by the due date;

(iv) A bad faith attempt to avoid payment of Commission and/or decrease Commission;

(v) The provision of inaccurate, outdated, incomplete, misleading, or fraudulent information by the Accommodation, including posting Accommodation Information of this nature on the Extranet or through a Connectivity Partner;

(vi) Failure to accept a reservation at the price and/or conditions shown on a reservation or non-adherence to the agreed price and/or conditions of a reservation;

(vii) The Accommodation overcharging a Guest;

(viii) The Accommodation misusing a Guest’s credit card or other data in any way (e.g. by charging a Guest’s credit card before check-in without the Guest’s prior consent), or if a data breach occurs;

(ix) a serious complaint from one or more Guest(s) or a third party; (x) Repeated poor ratings or reviews;

(xi) The Accommodation directly or indirectly manipulating or attempting to manipulate a reservation or the functioning of the Platform (e.g. by manipulating Guest reviews);

(xii) Any safety, security, privacy, or health issues or problems relating to the Accommodation or its facilities (the Accommodation shall at its own cost and at the request of OnePlace (The One Place To Be Limited) deliver to OnePlace (The One Place To Be Limited) relevant permits, licenses, certificates, and statements issued by an independent expert evidencing and supporting its compliance with applicable (privacy, safety, and health) laws and legislation);

(xiii) Any of OnePlace (The One Place To Be Limited)’s Affiliated Companies being legally entitled to terminate a contract for cause with the Accommodation (including a party that directly or indirectly holds or controls or is directly or indirectly held or controlled by the Accommodation);

(xiv) Breach, including any act or event of default or failure to perform any obligation, of any other agreement between the Accommodation and OnePlace (The One Place To Be Limited) or any OnePlace (The One Place To Be Limited) Affiliated Company;

(xv) Conduct by the Accommodation which is not compatible with OnePlace (The One Place To Be Limited)’s global business model, technology, or the Policies;

(xvi) OnePlace (The One Place To Be Limited) reasonably believes that action is necessary to protect the personal safety or property of OnePlace (The One Place To Be Limited), Guests, or third parties and to prevent inappropriate, unlawful, or unprofessional physical and/or non-physical behavior and/or acting in bad faith, fraud, or any other unacceptable activity;

(xvii) OnePlace (The One Place To Be Limited) reasonably believes that the Accommodation is in breach of any of its representations in Clauses 5.1(vi), 5.1 (vii), 5.2(iv), 11.5 and 11.6, or its obligations set out in Clauses 11.1 to 11.4; or

(xviii) failure by the Accommodation to (in a timely manner) provide OnePlace (The One Place To Be Limited) with accurate, complete, and up-to-date information, documents, or other evidence that OnePlace (The One Place To Be Limited) reasonably requests from time to time in connection with its due diligence processes, or to ensure OnePlace (The One Place To Be Limited)’s compliance with applicable law, or otherwise.

7.4 Any notice or communication by OnePlace (The One Place To Be Limited) of "closure" (or similar wording) of the Accommodation on the website shall mean termination of the Agreement. After termination or suspension of the Agreement, the Accommodation shall honor outstanding reservations for Guests and shall pay all Commission (plus costs, expenses, and interest if applicable) due on those reservations in accordance with the terms of the Agreement. Upon termination or suspension of the Agreement and notwithstanding OnePlace (The One Place To Be Limited)’s right to (permanently) remove the Accommodation from the Platform, OnePlace (The One Place To Be Limited) may keep and maintain the Accommodation page on the Platform, but close availability (status "closed operations") pending full and final payment of any due and outstanding amounts (including any Commission).

7.5 When the Agreement is terminated, each Party’s rights and remedies in respect of an indemnification or a breach by the other Party will survive. Clauses 2.3, 6, 7.6, and 8 to 12 (and such other Clauses that by nature survive termination) shall all survive termination.

7.6 If there is a change of ownership or operator of the Accommodation (meaning property) including any assignment, transfer, or novation of the Agreement, the Accommodation agrees that the new owner or operator may use the Accommodation Information, including the Guest Reviews, that was available to or used by the Accommodation prior to the change of ownership, and shall have access to the relevant (financial and operational) performance, management, and (customer) data. The Accommodation shall in any event remain responsible and liable for all obligations, claims, and liabilities relating to or accrued during the period prior to the change of ownership or operator.

8.1 The systems, books, and records of OnePlace (The One Place To Be Limited) (including its financial systems, the Extranet, the Online Reservation Statement, faxes, and/or emails) shall be considered conclusive evidence of the existence and receipt by the Accommodation of the reservations made and the Commission, damages, and costs due to OnePlace (The One Place To Be Limited) under the Agreement, unless the Accommodation can provide reasonable and credible counterevidence.

8.2 The Accommodation shall fully cooperate and provide OnePlace (The One Place To Be Limited) with all reasonably requested information in respect of the identification of the (ultimate beneficial) owner, manager, and/or controller of the Accommodation, the Accommodation’s risk profile, and such other due diligence, processes, and purposes as OnePlace (The One Place To Be Limited) reasonably communicates to the Accommodation from time to time. Unless otherwise specified in OnePlace (The One Place To Be Limited)’s request, such information shall be provided within fifteen days of OnePlace (The One Place To Be Limited)’s request.

8.3 OnePlace (The One Place To Be Limited) may conduct and/or instruct a third party to conduct an inspection or audit of the Accommodation‘s records to the extent reasonably necessary to fulfill any legal or reporting obligations of OnePlace (The One Place To Be Limited), and where OnePlace (The One Place To Be Limited) reasonably suspects a material breach of the Agreement by the Accommodation (including, but not limited to a breach of Clauses 10 and 2.8 and/or a series of persistent or repeated breaches which, taken together, have or are reasonably likely to have the impact of a material breach). The documents or information inspected/audited may include information relating to data processing or security information, and shall be limited to such documents and information that OnePlace (The One Place To Be Limited) or the appointed third party auditor reasonably considers necessary to fulfill the purpose of the audit. The Accommodation and its employees, agents, and representatives shall cooperate fully with OnePlace (The One Place To Be Limited) and such third party, providing access to all relevant books, records, premises, personnel, and other information and making copies available as required.

8.4 OnePlace (The One Place To Be Limited) shall bear the costs of any inspection or audit unless it reveals a breach by the Accommodation of any provision of the Agreement, in which case the costs will be met by the Accommodation without prejudice to OnePlace (The One Place To Be Limited)’s further rights and remedies in respect of the breach.

9.1 The Parties understand and agree that in the performance of the Agreement, each Party may directly or indirectly have access to or be exposed to confidential information of the other Party (the "Confidential Information"). Confidential Information includes Customer Data, Personal Data, transaction volume, marketing and business plans, business, financial, technical, operational, and such other non-public information that either the disclosing Party designates as being private or confidential or which the receiving Party should reasonably know should be treated as private and confidential.

9.2 Each Party agrees that, unless stipulated otherwise in this Clause 9:

(i) All Confidential Information shall remain the exclusive property of the disclosing Party. The receiving Party shall not use any Confidential Information for any purpose except in order to meet its obligations under the Agreement;

(ii) It shall maintain, and shall use prudent methods to ensure its employees, officers, representatives, contracting parties, and agents (the " Permitted Persons") maintain the confidentiality and secrecy of the Confidential Information;

(iii) It shall disclose Confidential Information to Permitted Persons only insofar as it is necessary to meet its obligations under the Agreement;

(iv) It shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others, or use (other than as permitted under the Agreement) the Confidential Information; and

(v) It shall return or destroy all hard and soft copies of the Confidential Information when requested to do so by the other Party.

9.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:

(i) Is or becomes publicly known or available through no act or omission on the part of the receiving Party;

(ii) Was held by the receiving Party prior to the date of the Agreement;

(iii) Is disclosed to the receiving Party by a third party who has no obligation of confidentiality with respect to the Confidential Information; or

(iv) Is required to be disclosed by law, court order, subpoena, or governmental authority.

9.4 Notwithstanding Clauses 9.1 to 9.3, OnePlace (The One Place To Be Limited) may disclose any information regarding the Accommodation and/or the Agreement with OnePlace (The One Place To Be Limited) Affiliated Companies. This shall include, but not be limited to, the Confidential Information and information about the Accommodation’s performance under the Agreement and its compliance with the Policies. OnePlace (The One Place To Be Limited) will ensure that any OnePlace (The One Place To Be Limited) Affiliated Companies that receive the Confidential Information will be bound by the same obligation of confidentiality by which it is bound.

11.1 The Accommodation shall comply with the standards and principles set out in this Agreement and in the Policies, and will participate in relevant training at OnePlace (The One Place To Be Limited)’s reasonable request.

11.2 In relation to these Terms and/or the Agreement neither Party (including their employees, directors, officers, agents, and any other representatives) will, directly or indirectly:

(i) Offer, promise, or give to any third party (including any government official or political party’s official, representative, or candidate), seek or accept for itself or for another party, any gift, payment, reward, consideration, or benefit of any kind which could be construed as bribery or an illegal or corrupt practice;

(ii) Commit an offense (or facilitate, aid, abet, counsel, or procure the commission of an offense) of cheating the public revenue or being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of any tax;

(iii) Engage in any activity which may constitute an offense under applicable laws prohibiting dealings with the proceeds of crime and/or the financing of terrorism; or

(iv) Take any action that would breach (and/or, in the case of the Accommodation, would place OnePlace (The One Place To Be Limited) in breach of) applicable sanctions or restrictions including those established by the UN, EU, UK, US, and any other territory with jurisdiction over the Parties.

11.3 Each Party (including their employees, directors, officers, agents, and any other representatives) will: (i) Comply with Financial Crime Requirements;

(ii) Put in place and maintain its own policies and procedures to ensure compliance with the Financial Crime Requirements and will enforce them where appropriate; and

(iii) provide appropriate training to its personnel on compliance with Financial Crime Requirements, policies, and procedures.

11.4 The Accommodation shall immediately notify OnePlace (The One Place To Be Limited) if there is an actual or suspected breach, whether by the Accommodation or by any of its employees, directors, officers, agents, or other representatives, of this Clause 11.

11.5 Due to Financial Crime Requirements, OnePlace (The One Place To Be Limited) will only make the Service available to and process, facilitate, make, and/or accept payments to or from a bank account (the "Bank Account") that, unless otherwise agreed by the parties in writing, is held by the Accommodation and is either:

(i) Related to the jurisdiction where the Accommodation (meaning legal entity) is located and/or has its principal place of business; or

(ii) Located in a jurisdiction that at the date of this Agreement participates in the Single Euro Payments Area scheme (as described in Directive 2007/64/EC (EU) of the European Parliament and of the Council).

11.6 The Accommodation represents and warrants that (notwithstanding the jurisdiction of the Bank Account):

(i) It holds and complies with all permits, licenses and other governmental licenses, permits, and authorizations necessary for conducting, carrying out, and continuing its operations and business (including holding and using the Bank Account);

(ii) It is the holder of the Bank Account;

(iii) The payment to and transfer from the Bank Account is at arm’s length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules, and not in violation of any applicable anti-money laundering, anti-corruption, anti-terrorist financing, anti-tax evasion, or any other anti-financial crime law, treaty, regulation, code, or legislation; and

(iv) The Bank Account is not (directly or indirectly) used for money laundering, terrorist financing, tax evasion (or the facilitation thereof), tax avoidance, breaches of financial sanctions, financial crime, or other illegal activities.

12.1 Neither Party may assign, transfer, and/or encumber any of its rights and/or obligations under the Agreement (other than to a OnePlace (The One Place To Be Limited) Affiliated Company) without the prior written consent of the other Party. No assignment, novation, or transfer by the Accommodation shall relieve it of its obligations under the Agreement.

12.2 All notices and communications must be in English. They must be in writing and sent through the Extranet inbox facility, or by fax, email, or nationally recognized overnight air courier using the contact details as communicated by each Party from time to time.

12.3 This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, binding, and non-binding offers, undertakings, or statements regarding such subject matter and the Accommodation.

12.4 If there is a conflict between these terms and an Annex, the Annex shall prevail. If any provision of the Agreement is or becomes invalid or non- binding, the Parties shall remain bound by all other provisions and shall replace the (element of the) invalid or non-binding provision with provisions that are valid and binding and that have as similar an effect as the invalid or non-binding provision as possible.

12.5 OnePlace (The One Place To Be Limited) may initiate any proceeding, seek injunctive relief, or request specific performance in the competent court and under the laws of the jurisdiction where the Accommodation is established or registered. The Accommodation is entitled to initiate any proceeding, seek injunctive relief, or request specific performance in the Dutch courts and under the laws of the Netherlands, where OnePlace (The One Place To Be Limited) is established and registered. Other than as set out in this Clause, the Parties waive any right to claim any jurisdiction or applicable law other than as specified in clause 10.1.

12.6 The original English version of the Terms has been translated into other languages. If there is any discrepancy between the English version and any translation of the Terms, the English version shall prevail. The English version shall be used in legal proceedings, including in the complaint mechanism and mediation. The English version is available on the following website and will be sent to the Accommodation on written request:

https://theoneplace.io/terms-and-conditions

12.7 The Agreement may be entered into online or by executing a separate counterpart in hardcopy or by PDF or fax copy, each of which shall be deemed an original and will be valid and binding. By registering and signing up to the OnePlace (The One Place To Be Limited) partner program as an accommodation partner, the Accommodation agrees, acknowledges, and accepts the terms and conditions of the Agreement. The Agreement does not need any chop or seal to make it valid, binding, and enforceable.

12.8 The Accommodation agrees to fully compensate and indemnify OnePlace (The One Place To Be Limited) for all damages, losses, claims, penalties, fines, costs, and expenses suffered, paid or incurred by OnePlace (The One Place To Be Limited) B.V (or any of its Affiliated Companies, directors, officers, employees, agents, representatives, and subcontractors) for any (threatened or alleged) claim or penalty from any government, authority, organization, company, party, or person that the payment to, through, or from the Bank Account is illegal or a violation of any applicable Financial Crime Requirements.

12.9 OnePlace (The One Place To Be Limited) and/or its affiliated companies may offer financial products and/or services ancillary to the Guest’s Reservation on the Platform (e.g. room cancellation insurance products). The Accommodation may not offer similar financial products on the Platform.

12.10 OnePlace (The One Place To Be Limited) may update and amend the Terms, subject to prior communication to the Accommodation and a notice period of at least 15 days, unless it is legally required to make such updates or amendments without notice. The notice period will be extended if any update or amendment would require the Accommodation to make significant commercial or technical adaptations. During the notice period, the Accommodation may terminate the Agreement if it chooses to do so. Any updated or amended version shall replace and supersede the then current version with effect from the date specified in the notice.

1.1 Each Party shall implement and maintain appropriate technical and organizational security measures:

(i) To safeguard the confidentiality, integrity, availability, and continuity of Personal Data and Confidential Information transmitted, stored, or otherwise processed in the context of the Agreement (whether under such Party’s direct or indirect control), in accordance with the prevalent and current high- security standards in the industry, notably through measures such as encryption and pseudonymization (in particular in the context of any international transfer of Personal Data);

(ii) To detect, cure, and prevent breaches of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized use, transfer, disclosure of, or access to such Confidential Information or Personal Data transmitted, stored, or otherwise processed in the context of the Agreement ("Security Incident"), taking into account any trends in relation to Security Incidents in the industry and in accordance with applicable laws, the state-of- the-art, and industry standards, including notably monitoring systems, alert systems, backup procedures, and firewalls;

(iii) To comply with good practices relevant to physical security and information security, in relation to any such Confidential Information and Personal Data.

1.2 The Accommodation shall not carry out any act or make any omission that has or could reasonably be expected to have an adverse impact on the security, integrity, or proper functioning of the Extranet, Platform, Service, or System. This includes introducing malicious code, tampering with technical features, and reverse engineering any of the features offered by OnePlace (The One Place To Be Limited).

1.3 Each Party shall use reasonable efforts to:

(i) Ensure that its computer systems, database, servers, API connections, and integrations do not and will not render inoperable software, hardware, or security measures of the other Party or contain any materials which may have a detrimental, deleterious, or adverse effect on or cause damage to the other Party, including but not limited to worms, viruses, Trojan horses, corrupted files, cracks, bugs, or unauthorized or hidden programs or other materials;

(ii) Prevent and detect social engineering activities from third parties, including account takeovers, that may result in a Security Incident relating to the Extranet; and

(iii) safeguard and keep the user ID and password of the Extranet (or any other login credentials provided by OnePlace (The One Place To Be Limited)) confidential and secure, and shall not disclose the user ID and password to any person other than those who need to have access to the Extranet (or any other online system of OnePlace (The One Place To Be Limited)) to fulfill their job responsibilities.

2.1 If the Accommodation becomes aware of, or has reasonable grounds to suspect that there may be, a Security Incident that may jeopardize the Platform or OnePlace (The One Place To Be Limited)’s systems, database, information, data, servers, connections, integration, website, as well as the Extranet and any Confidential Information or Personal Data stored, transmitted, or otherwise processed in the context of the Agreement including via a Connectivity Partner, the Accommodation shall:

(i) Immediately take all reasonable and appropriate actions required by the situation, even prior to any consultation with OnePlace (The One Place To Be Limited) under Clause 2.1(ii), to prevent, avoid, or mitigate any harm to or adverse effects for OnePlace (The One Place To Be Limited) and Guests; and

(ii) Subject to limitations existing under applicable laws, be responsible for proactively providing all necessary information to OnePlace (The One Place To Be Limited) to ensure that OnePlace (The One Place To Be Limited) remains fully informed and able to undertake its own investigation related to the cause, mitigation measures taken, and damages incurred or likely to be incurred by the Parties and third parties in relation to the Security Incident;

(iii) Cooperate with OnePlace (The One Place To Be Limited) in taking any reasonable and appropriate action to address the Security Incident and mitigate the risk of a similar Security Incident materializing in the future.

2.2 Subject to mandatory requirements under applicable law, in particular Technology and Data Laws, the Accommodation:

(i) Shall use its best efforts to consult with OnePlace (The One Place To Be Limited) and take into account its reasonable requirements as to timing, content and manner of disclosure or notification, and recipient prior to making any disclosure or notification to any third party (including any supervisory authority) in relation to a Security Incident;

(ii) Acknowledges and agrees that OnePlace (The One Place To Be Limited) retains the right to voluntarily inform any third party (including any supervisory authority and Guests) about any Security Incident; and

(iii) Shall not notify Guests or any other third party of a Security Incident involving Personal Data that OnePlace (The One Place To Be Limited) hosts or stores on the Extranet without prior written authorization from OnePlace (The One Place To Be Limited).

2.3 OnePlace (The One Place To Be Limited) shall notify the Accommodation without undue delay in the event of any Security Incident that detrimentally and materially affects it. OnePlace (The One Place To Be Limited) shall not be required to notify the Accommodation of any outage, downtime in general, or other defect that does not specifically affect that Accommodation.

1.1 This Annex 3A forms an integral part of the Agreement and must be read in conjunction with the Agreement. Except as otherwise provided for in this Annex 3A, the terms and conditions of the Agreement remain unchanged and in full force and effect.

1.2 Unless defined otherwise in this Annex 3A, capitalized terms have the same meaning as set out in the Agreement. References in this Annex 3A to Clauses shall mean Clauses in this Annex 3A, unless otherwise specified.

2.1 OnePlace (The One Place To Be Limited) may offer Facilitated Payment services. OnePlace (The One Place To Be Limited) may from time to time engage a third party to facilitate and process payments under the Facilitated Payment (the "Payment Processor"). OnePlace (The One Place To Be Limited) contracts with Payment Processors for the purposes of collecting payments from Guests and transferring funds to and settling funds with Accommodations.

2.2 Any payment made by a Guest to OnePlace (The One Place To Be Limited) or a Payment Processor as agent for the Accommodation shall satisfy and discharge a corresponding amount of the Guest’s debt to the Accommodation. OnePlace (The One Place To Be Limited) may, to the extent permitted by law, charge for or require compensation from the Accommodation for costs and expenses, plus Taxes (if applicable), related to the Facilitated Payment service and the underlying payment transaction (including the fees, costs, and other amounts as charged by its payment processors, banks, or credit card companies for such transaction) (the "Facilitated Payment Fees"). The Accommodation shall pay the Facilitated Payment Fees in accordance with the terms of the invoice.

2.3 If OnePlace (The One Place To Be Limited) (via the Payment Processor) fails to transfer any funds due to the Accommodation under the Facilitated Payment, the Accommodation will have recourse only against OnePlace (The One Place To Be Limited) and not against the Guest directly.

3.1 The Room Price will be collected and processed by the Payment Processor, in accordance with the payment policy of the Accommodation (to the extent applicable) as disclosed on the Platform.

3.2 The Accommodation shall not charge, request payment of, or collect any amount from the Guest that has not already been included in the Room Price, unless OnePlace (The One Place To Be Limited) has indicated that certain Taxes, fees, charges, add-ons (e.g. breakfast), or other amounts are not included in the Room Price (the "Excluded Elements").

3.3 The Room Price shall be transferred by OnePlace (The One Place To Be Limited) to the Accommodation, subject to the rules set out in Clauses 3.3, 3.4, and 6.1 to 8.1 of this Annex. One of the following amounts, as agreed between the Parties, will be transferred to the Accommodation:

(i) The balance of the Room Price minus due and outstanding Commission (if permitted), fees, costs, expenses, and other amounts due to OnePlace (The One Place To Be Limited), or the equivalent thereof in another currency (the "Net Amount"); or

(ii) The Room Price minus amounts that OnePlace (The One Place To Be Limited) is required to withhold under local laws or regulations, or the equivalent thereof in another currency (the "Gross Amount").

3.4 The transfer may be effected by bank transfer (in which case the Net Amount or the Gross Amount shall be transferred) by providing the Accommodation with a virtual credit card (the "Virtual Card") (in which case only the Gross Amount shall be transferred), or as otherwise communicated in writing by OnePlace (The One Place To Be Limited).

4.1 OnePlace (The One Place To Be Limited) may from time to time use the Facilitated Payment and/or other (online) payment methods such as virtual credit cards for:

(i) (Pre)payment of the Room Price by the Guest to the Accommodation through the Payment Processor;

(ii) Settlement and/or payment of any Commission, Facilitated Payment Fees, and/or other amounts due to OnePlace (The One Place To Be Limited) from the Accommodation; and

(iii) Offsetting any Commission, Facilitated Payment Fees, and/or other amounts due to OnePlace (The One Place To Be Limited) from the Accommodation against the Room Price processed at any time through the Payment Processor.

4.2 If there are insufficient funds to settle and pay all amounts due to OnePlace (The One Place To Be Limited), OnePlace (The One Place To Be Limited) may collect the deficit from the Accommodation by Direct Debit (if available), or offset it against the Deposit (if applicable) or instruct the Accommodation which shall upon first request of OnePlace (The One Place To Be Limited) pay the deficit to the bank account as identified by OnePlace (The One Place To Be Limited). OnePlace (The One Place To Be Limited) will inform the Accommodation at least 14 days in advance of any such extraordinary collection by Direct Debit or offsetting against the Deposit.

5.1 Unless mandatory local law requires otherwise, and until otherwise communicated in writing by OnePlace (The One Place To Be Limited), the Accommodation shall be responsible for the collection, remittance, withholding, and payment to the relevant (tax) authorities (as applicable) of:

(i) the relevant Taxes on the Room Price and on any extras and amounts not included in the Room Price; and (ii) The Taxes on the Commission.

5.2 If, pursuant to Clause 4.1 of this Annex, OnePlace (The One Place To Be Limited) uses the Room Price collected from a Guest (as the limited purpose agent of the Accommodation) for the settlement and payment of any Commission, Facilitated Payment Fees, and/or other amount due and outstanding from the Accommodation, the Accommodation shall nevertheless remit to the appropriate tax authority all Taxes owed in relation to that Guest Reservation, except where mandatory state or local law requires that OnePlace (The One Place To Be Limited) perform such collection and remittance. Where OnePlace (The One Place To Be Limited) is required to collect and remit Taxes directly to the appropriate tax authority, OnePlace (The One Place To Be Limited) will do so and will inform the Accommodation accordingly.

6.1 OnePlace (The One Place To Be Limited) may without notice suspend payment of the Net Amount or Gross Amount if it suspects fraud or other illegality associated with the transaction. Guest reservations involving alleged or suspected fraud will be canceled. Where a non-refundable Guest reservation is canceled in accordance with this Clause 6.1, the Accommodation will still be paid provided there is no alleged or suspected involvement of the Accommodation.

6.2 Notwithstanding Clause 6.1, payment of the Net Amount or Gross Amount may be suspended in the event of, or if OnePlace (The One Place To Be Limited) has reasonable grounds to suspect the Accommodation of any of the follow

(i) alleged or presumed credit card fraud;

(ii) unpaid invoices;

(iii) non-compliance with applicable laws or regulations; or

(iv) other payment and bank transfer issues preventing payment from being made (such as invalid bank account details).

6.3 Any Net Amount or Gross Amount held by a bank, Payment Processor, or third party in accordance with this Annex shall not accrue interest.

6.4 If the Accommodation lists a Room Price in a specified currency it shall receive that amount in that currency. If the Accommodation tries to accept settlement or payment of the Room Price into an account with a different currency denomination to the Room Price or otherwise attempts its own currency conversion of the settlement amount, the Accommodation shall bear all currency exchange risk, including conversion of the Room Price. The Accommodation agrees and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies, and other intermediaries for the collection, processing, and payment of the relevant amounts, there may be differences between the Room Price (as uploaded by the Accommodation in the system), the collected amount, and the amount received by the Accommodation.

6.5 If OnePlace (The One Place To Be Limited) is required by law, court order, (semi-)governmental instruction or order, arbitrational decision (or similar ruling), subpoena, or cancellation policy to make a refund of all or part of the Room Price to the Guest, or if it reasonably believes that the Accommodation has engaged in fraudulent activities, OnePlace (The One Place To Be Limited) reserves the right to claim from the Accommodation repayment of such amount (re)paid to Guest but received by the Accommodation. Payment by the Accommodation under this Clause 6.5 shall be made within 14 days of the request by OnePlace (The One Place To Be Limited).

6.6 Where the Accommodation agrees to a refund of a fully or partially paid non-refundable Room Price (or part thereof), OnePlace (The One Place To Be Limited) may settle the relevant amount with the Guest on behalf of the Accommodation. Where the relevant amount has already been transferred to the Accommodation in accordance with this Annex, the Accommodation shall repay the relevant amount to OnePlace (The One Place To Be Limited) in the manner reasonably requested by OnePlace (The One Place To Be Limited). Where the relevant amount has not been transferred to the Accommodation in accordance with this Annex, OnePlace (The One Place To Be Limited) shall not transfer and/or may stop the transfer of the relevant amount.

6.7 OnePlace (The One Place To Be Limited) may charge Commission on the Room Price collected and transferred to the Accommodation in the event of a no-show or cancellation. In the event of an overbooking, the Commission shall be calculated in accordance with the terms of the Agreement.

6.8 Unless otherwise required by applicable law, the Accommodation shall issue an invoice to the Guest for the full amount of the reservation (including/plus all applicable Taxes as required by applicable laws). The Accommodation shall not invoice (or send an invoice to) OnePlace (The One Place To Be Limited) for the reservation or stay. Nothing in the Agreement shall constitute or imply that OnePlace (The One Place To Be Limited) acts or operates as a principal, merchant, or (re)seller of the room.

7.1 The Accommodation may authorize or charge the Virtual Card from the date on which the Guest’s reservation becomes non-refundable or, without prejudice to OnePlace (The One Place To Be Limited)’s other rights under this Agreement, from such other date as OnePlace (The One Place To Be Limited) may communicate if OnePlace (The One Place To Be Limited)

(i) Seeks to limit its (overall) financial exposure;

(ii) Suspects the payment to be at risk of becoming the subject of a chargeback; or (iii) Suspects fraud or other illegality associated with the transaction.

7.2 The Virtual Card is only valid for the reservation, the amount, and the currency specified on the confirmation of the reservation to which it was assigned. The Accommodation shall collect the Gross Amount by charging the Virtual Card during the time period ending 12 months after the date of the Guest’s check-out (the "Cut-Off Date"). Prior to the Cut-Off Date, OnePlace (The One Place To Be Limited) shall use commercially reasonable efforts to inform the Accommodation of the Gross Amount or any portion available for collection by the Accommodation. By informing the Accommodation of the (portion of the) Gross Amount that is available for collection by the Accommodation, any obligations that OnePlace (The One Place To Be Limited) may have under applicable law to inform the Accommodation shall be discharged.

7.3 If the Accommodation fails to collect (any portion of) the Gross Amount on or prior to the Cut-Off Date, from the Cut-Off Date: (i) The Virtual Card shall be deactivated;

(ii) The Accommodation’s rights and claims to such amount (including any right of set-off) shall automatically cease to exist; and (iii) OnePlace (The One Place To Be Limited) shall have full right, title, and interest in and to such amount.

7.4 From and after the Cut-Off Date, the Accommodation, without further action, hereby releases and forever discharges OnePlace (The One Place To Be Limited) from any and all claims related to the Gross Amount (explicitly including claims related to (any portion of) the Gross Amount insofar as it has not been collected by the Accommodation prior to the Cut-Off Date). The Parties expressly agree that the Gross Amount (or any portion thereof) retained by OnePlace (The One Place To Be Limited) after expiration of the Cut-Off Date does not constitute Commission or other consideration paid by the Accommodation to OnePlace (The One Place To Be Limited) for the provision of Services under the Agreement.

8.1 The Accommodation shall provide correct Bank Account details to OnePlace (The One Place To Be Limited). OnePlace (The One Place To Be Limited) shall transfer the Net Amount or Gross Amount to the Bank Account. The Accommodation shall bear all risk arising from incorrect information being provided to OnePlace (The One Place To Be Limited) such as incorrect Bank Account details. Payment of the Net Amount or Gross Amount by bank transfer will be made within 14 days of the end of the month in which the Guest has checked out, unless otherwise communicated by OnePlace (The One Place To Be Limited). The Accommodation may ask OnePlace (The One Place To Be Limited) to change the transfer method from bank transfer to Virtual Card in respect of future payments of the Room Price.

1.1 This Annex 3B forms an integral part of the Agreement and must be read in conjunction with the Agreement. Except as otherwise provided for in this Annex 3B, the terms and conditions of the Agreement remain unchanged and in full force and effect.

1.2 Unless defined otherwise in this Annex 3B, capitalized terms have the same meaning as set out in the Agreement. References in this Annex 3B to Clauses shall mean Clauses in this Annex 3B, unless otherwise specified.

2.1 The Accommodation agrees and acknowledges that OnePlace (The One Place To Be Limited) may offer Facilitated Payment services.

2.2 OnePlace (The One Place To Be Limited) may from time to time allow a third party (the " Payment Processor") to operate through the Platform for the purposes of enabling Facilitated Payment. This Annex 3B shall apply if the type of Facilitated Payment arranged involves the Payment Processor:

(i) providing services to, and under a direct contractual relationship with, the Accommodation by acquiring and/or otherwise collecting: a. payments from Guests on behalf of the Accommodation in respect of those payment methods serviced by the Payment Processor; b. payments from OnePlace (The One Place To Be Limited) to the Accommodation;

c. amounts to which OnePlace (The One Place To Be Limited) is entitled to under this Agreement; and/or

d. payments from the Accommodation to OnePlace (The One Place To Be Limited),

("Processed Payments"); and

(ii) paying the Processed Payments directly to the Accommodation or OnePlace (The One Place To Be Limited) (as applicable),

(the "Payment Processor Services").

2.3 The Parties acknowledge that Facilitated Payment under this Annex 3B involves:

(i) A separate contractual agreement between the Accommodation and the Payment Processor (the " Payment Processing Documentation") to which OnePlace (The One Place To Be Limited) will not be a party; and

(ii) A separate contractual agreement to which the Accommodation is not a party, and pursuant to which OnePlace (The One Place To Be Limited) allows the Payment Processor to offer the Processing Services to Accommodations through the Platform (the "Booking-Processor Documentation").

2.4 If the Accommodation elects to use the Payment Processor Services and agrees to be bound by the Payment Processing Documentation:

(i) The Accommodation hereby authorizes OnePlace (The One Place To Be Limited) to perform any steps necessary to effect that choice and to allow the Accommodation to open a new account with the Payment Processor, and/or to integrate any existing account of the Accommodation with the Payment Processor;

(ii) The Accommodation shall use all reasonable endeavors to assist OnePlace (The One Place To Be Limited) in the performance of its obligations in connection with the Facilitated Payment. The Accommodation shall provide such information to or as directed by OnePlace (The One Place To Be Limited) as required for the provision of Facilitated Payment and for the identification of the Accommodation for regulatory reasons (including the prevention of fraud, money laundering, and terrorist financing); and

(iii) The Accommodation authorizes OnePlace (The One Place To Be Limited) to share information regarding the Accommodation with the Payment Processor.

2.4 If the Accommodation elects to use the Payment Processor Services and agrees to be bound by the Payment Processing Documentation:

(i) The Accommodation hereby authorizes OnePlace (The One Place To Be Limited) to perform any steps necessary to effect that choice and to allow the Accommodation to open a new account with the Payment Processor, and/or to integrate any existing account of the Accommodation with the Payment Processor;

(ii) The Accommodation shall use all reasonable endeavors to assist OnePlace (The One Place To Be Limited) in the performance of its obligations in connection with the Facilitated Payment. The Accommodation shall provide such information to or as directed by OnePlace (The One Place To Be Limited) as required for the provision of Facilitated Payment and for the identification of the Accommodation for regulatory reasons (including the prevention of fraud, money laundering, and terrorist financing); and

(iii) The Accommodation authorizes OnePlace (The One Place To Be Limited) to share information regarding the Accommodation with the Payment Processor.

2.5 The Accommodation shall provide all information to or as directed by OnePlace (The One Place To Be Limited) that is required to enable the Payment Processor to make pay-outs in respect of Processed Payments. The Accommodation shall ensure that all information provided by it to OnePlace (The One Place To Be Limited) is complete and accurate, shall bear all losses arising from any incorrect information being provided to OnePlace (The One Place To Be Limited), and shall indemnify OnePlace (The One Place To Be Limited) against all liabilities, losses, costs, and expenses which OnePlace (The One Place To Be Limited) may suffer or incur as a result of any such information being incorrect or incomplete. The Accommodation authorizes OnePlace (The One Place To Be Limited) to give instructions to the Payment Processor on behalf of the Accommodation in respect of the collection, processing, and pay-out of Processed Payments, including any refunds, reversals, returns, disputes, balance adjustments, chargebacks, or other related matters. The Accommodation authorizes OnePlace (The One Place To Be Limited) to share these instructions with the Payment Processor.

2.6 The Accommodation shall use the Payment Processor Services only for collecting the Processed Payments, and shall comply with its obligations under the Payment Processing Documentation. The Accommodation shall indemnify OnePlace (The One Place To Be Limited) against all liabilities, losses, costs, and expenses which OnePlace (The One Place To Be Limited) may suffer or incur (including but not limited to under the Booking-Processor Documentation) as a result of any failure by the Accommodation to perform any of its obligations when due, or as a result of the misuse of any Payment Processor Services by any third party unless such misuse results from the willful default or negligence of OnePlace (The One Place To Be Limited) or its employees or agents.

2.7 The provision of Payment Processor Services by the Payment Processor to the Accommodation is at the discretion of the Payment Processor and may be withdrawn at any time by the Payment Processor in accordance with the terms of the Payment Processing Documentation. OnePlace (The One Place To Be Limited) shall have no liability for any decision of the Payment Processor not to make or to cease making the Payment Processor Services available to the Accommodation (whether justified or not) or for any breach or delayed performance by the Payment Processor of any obligations owed by it to the Accommodation in respect of the provision of the Payment Processor Services. OnePlace (The One Place To Be Limited) shall have no obligation to ensure that Payment Processor Services are at all times available to the Accommodation.

2.8 OnePlace (The One Place To Be Limited) may at any time give notice to terminate or suspend the availability or operation of Facilitated Payment in whole or in part in the event of any alleged or suspected credit card fraud, sanctions breach, or breach of contract in relation to the Accommodation or any Processed Payment. OnePlace (The One Place To Be Limited) and the Payment Processor may share information (subject to each party’s privacy and legal obligations) related to any actual or suspected fraud or misuse of the Payment Processor Services.

2.9 OnePlace (The One Place To Be Limited) may (cross) charge to, or require compensation from, the Accommodation for any fees, costs, or expenses incurred by OnePlace (The One Place To Be Limited) in allowing the provision of the Facilitated Payment and the Payment Processor Services to occur through the Platform, including but not limited to any fees payable under the Booking-Processor Documentation plus Taxes (if applicable). The Payment Processor shall not charge the Accommodation for the Payment Processor Services, unless this is set out in the Payment Processing Documentation. Payment shall be due in accordance with the terms of OnePlace (The One Place To Be Limited)’s invoice, and OnePlace (The One Place To Be Limited) is hereby irrevocably authorized by the Accommodation to give an instruction to the Payment Processor for the payment of any such amount to OnePlace (The One Place To Be Limited) from Processed Payments.

2.10 The Accommodation hereby authorizes OnePlace (The One Place To Be Limited) to instruct the Payment Processor to pay to OnePlace (The One Place To Be Limited) from Processed Payments such amounts as are required to settle the due and outstanding Commission, and/or such other amounts owed by the Accommodation to OnePlace (The One Place To Be Limited). If there are insufficient funds to settle and pay all amounts due to OnePlace (The One Place To Be Limited) or if OnePlace (The One Place To Be Limited) does not give any such instruction, OnePlace (The One Place To Be Limited) may collect the deficit from the Accommodation by Direct Debit (if available), offset it against the Deposit (if applicable), or instruct the Accommodation which shall upon first request of OnePlace (The One Place To Be Limited) pay the deficit to such bank account as identified by OnePlace (The One Place To Be Limited). OnePlace (The One Place To Be Limited) will inform the Accommodation at least 14 days in advance of any such extraordinary collection by Direct Debit or offsetting against the Deposit.

2.11 The Room Price will be collected and processed by the Payment Processor in accordance with the payment policy of the Accommodation for the relevant reservation as disclosed on the Platform, and with the other provisions of the Agreement, to the extent applicable. The Accommodation agrees and accepts that the Room Price may be paid by the Guest in a different currency from the currency specified in the Accommodation Information.

2.12 If the Accommodation lists a Room Price in a specified currency, it shall receive that amount in that currency. If the Accommodation tries to accept settlement or payment of the Room Price into an account with a different currency denomination to the Room Price or otherwise attempts its own currency conversion of the settlement amount, the Accommodation shall bear all currency exchange risk, including conversion of the Room Price. The Accommodation agrees and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies, and other intermediaries for the collection, processing, and payment of the relevant amounts, there may be differences between the Room Price (as uploaded by the Accommodation in the system), the collected amount, and the amount received by the Accommodation. The Accommodation will not further charge, request payment of, or collect any amount from the Guest in respect of any such difference.

2.13 The Accommodation agrees and acknowledges that it is at all times responsible for the collection, remittance, withholding, and payment of the relevant Taxes on and extras in addition to the Room Price (including the relevant Taxes and extras not included in the Room Price) and Commission to the relevant tax authorities. The Accommodation shall not further charge, request payment of, or collect any amount from the Guest that has not already been included in the Room Price unless it is clearly stated in the Accommodation Information that certain Taxes, add-ons (e.g. breakfast), or other amounts are not included in the Room Price (the "Excluded Elements").

2.14 OnePlace (The One Place To Be Limited) may instruct the Payment Processor to cancel or return any Processed Payment or settle the relevant amount with the Guest on behalf of the Accommodation from OnePlace (The One Place To Be Limited)’s own resources, and may instruct the Payment Processor on behalf of the Accommodation to reimburse the Guest for the amount settled from Processed Payments:

(i) if the Accommodation agrees to refund (part of) a fully or partially paid non-refundable Room Price;

(ii) if OnePlace (The One Place To Be Limited) is required by any applicable cancellation policy or by law, court order, (quasi-) governmental instruction or order, arbitral decision (or similar ruling), or subpoena to make a refund of all or part of the Room Price; or

(iii) for the purposes of applying Clauses 2.4.5 and 2.5.1 of the Terms.

2.15 If there are insufficient funds to settle and pay all amounts due to OnePlace (The One Place To Be Limited) in accordance with Clause 2.14, or if OnePlace (The One Place To Be Limited) does not give any such instruction, OnePlace (The One Place To Be Limited) may collect the deficit by Direct Debit (if available), offset it against the Deposit (if applicable), or instruct the Accommodation which shall upon first request of OnePlace (The One Place To Be Limited) pay the deficit to the bank account as identified by OnePlace (The One Place To Be Limited). OnePlace (The One Place To Be Limited) will inform the Accommodation at least 14 days in advance of any such extraordinary collection by Direct Debit or offsetting against the Deposit.

2.16 OnePlace (The One Place To Be Limited) may charge Commission on the Room Price collected and transferred to the Accommodation in the event of a no-show or cancellation. In the event of an overbooking, the Commission shall be calculated in accordance with the terms of the Agreement.

2.17 Unless required otherwise by applicable law, the Accommodation shall issue an invoice to the Guest for the full amount of the reservation (including or plus, as required by applicable laws, all applicable Taxes). The Accommodation shall not invoice or send an invoice to OnePlace (The One Place To Be Limited) for the reservation or stay. Nothing in the Agreement shall mean or imply that OnePlace (The One Place To Be Limited) acts or operates as a principal, merchant, or (re)seller of the room.

3.1 If the Payment Processor provides the Accommodation with a virtual credit card (a “ Virtual Card”) to transfer Processed Payments, then the Accommodation shall collect the Processed Payment by charging the Virtual Card during the time period ending 12 months after the date of the Guest‘s check-out (the "Cut-Off Date"). Prior to the Cut-Off Date, OnePlace (The One Place To Be Limited) shall use commercially reasonable efforts to inform the Accommodation of (any portion of) the amount available on the Virtual Card (the “Virtual Card Balance”) for collection by the Accommodation. By informing the Accommodation of the Virtual Card Balance that is available for collection by the Accommodation, any obligations that OnePlace (The One Place To Be Limited) and/or the Payment Processor may have under applicable law to inform the Accommodation shall be discharged. If the Accommodation fails to collect the Virtual Card Balance on or prior to the Cut-off Date, from the Cut-off Date:

(i) The Virtual Card shall be deactivated;

(ii) The Accommodation’s rights and claims to such amount (including any right of set-off) shall automatically cease to exist; and (iii) OnePlace (The One Place To Be Limited) shall have full right, title, and interest in and to such amount.

3.2 From and after the Cut-off Date, the Accommodation, without further action, hereby releases and forever discharges OnePlace (The One Place To Be Limited) and its Affiliated Companies from any and all claims related to the Virtual Card Balance (explicitly including claims related to (any portion of) the Virtual Card Balance insofar as it has not been collected by the Accommodation prior to the Cut-Off Date). The Parties expressly agree that the Virtual Card Balance (or any portion thereof) retained by OnePlace (The One Place To Be Limited) after expiration of the Cut-Off Date does not constitute Commission or other consideration paid by the Accommodation to OnePlace (The One Place To Be Limited) for the provision of Services under this Agreement.

1.1 This Annex 3C shall no longer apply to payment transactions regarding reservations made after December 15, 2020. As of December 15, 2020, such U.S. domestic payment transactions shall be governed by Annex 3A. The provisions included in this Annex 3C shall remain applicable to reservations that were made prior to December 15, 2020, regardless of the timing of the payment transactions.

1.2 This Annex 3C forms an integral part of and must be read in conjunction with the Agreement. Except as otherwise provided for in this Annex 3C, the terms and conditions of the Agreement remain unchanged and in full force and effect.

1.3 Unless defined otherwise in this Annex 3C, capitalized terms have the same meaning as set out in the Agreement. References in this Annex 3C to Clauses shall mean Clauses in this Annex 3C, unless otherwise specified.

2.1 The Accommodation agrees and acknowledges that OnePlace (The One Place To Be Limited) may offer Facilitated Payment services.

2.2 OnePlace (The One Place To Be Limited) may from time to time allow a third party (the " Payment Processor") to operate on the Platform for the purposes of enabling Facilitated Payment. This Annex 3C shall apply if the Facilitated Payment involves the Payment Processor providing services (the "Payment Processor Services") to and under a direct contractual relationship with Guests by (a) collecting payments from Guests in respect of those payment methods serviced by the Payment Processor ("Processed Payments"); and (b) paying the amounts collected directly to Accommodations on behalf of Guests.

2.3 Facilitated Payment under this Annex 3C:

(i) Does not involve the Payment Processor acting on behalf of either the Accommodation or OnePlace (The One Place To Be Limited) in any respect with regard to the collection of the Processed Payments for onward transmission to the Accommodation; and

(ii) Involves certain commitments to the Payment Processor being undertaken, and certain fees being paid to the Payment Processor, by OnePlace (The One Place To Be Limited) as part of the agreement between the Payment Processor and OnePlace (The One Place To Be Limited) pursuant to which the Payment Processor is allowed to provide Payment Processor Services on the Platform to enable Guests to make payments to Accommodations.

2.4 In order to allow the efficient and reliable operation of Facilitated Payments, the Accommodation shall provide to OnePlace (The One Place To Be Limited), for onward transmission to the Payment Processor, all information required for regulatory reasons (including the prevention of fraud, money laundering, and terrorist financing).

2.5 OnePlace (The One Place To Be Limited) shall have no liability for any decision of the Payment Processor not to, or to cease to, make the Payment Processor Services available in respect of any payment to the Accommodation or for any breach or delayed performance by the Payment Processor in respect of the provision of Payment Processor Services. OnePlace (The One Place To Be Limited) shall have no obligation to allow the Payment Processor to operate on the Platform or otherwise ensure that Payment Processor Services are available on the Platform.

2.6 OnePlace (The One Place To Be Limited) or the Payment Processor may at any time give notice to terminate or suspend the availability or operation of Facilitated Payment in whole or in part in the event of any alleged or suspected credit card fraud, sanctions breach, or breach of contract in relation to the Accommodation. OnePlace (The One Place To Be Limited) and the Payment Processor may share information (subject to each party’s privacy and legal obligations) related to any actual or suspected fraud or misuse of the Payment Processor Services.

2.7 OnePlace (The One Place To Be Limited) may (cross) charge to or require compensation from the Accommodation for any fees, costs, or expenses relating to the provision of the Facilitated Payment and/or the Payment Processor Services, plus Taxes (if applicable). Payment shall be due in accordance with the terms of the invoice.

2.8 In relation to each reservation, the Room Price will be the amount collected from the Guest and processed by the Payment Processor for payment to the Accommodation (insofar as applicable, in accordance with the payment policy of the Accommodation for the relevant reservation as disclosed on the Platform and the other provisions of the Agreement). The Accommodation hereby authorizes OnePlace (The One Place To Be Limited) to provide information to the Payment Processor (acting on behalf of the Guest) as to any amounts payable to the Accommodation and when such amounts are due for payment to the Accommodation, and in respect of any refunds, reversals, returns, disputes, balance adjustments, chargebacks, or other related matters related to any payment.

2.9 The Processed Payments shall be transferred by the Payment Processor to the Accommodation through a bank transfer, or by the Accommodation being provided with details for a virtual credit card to which the relevant payment amount can be debited (a "Virtual Card").

3.1 The Accommodation agrees and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies, and other intermediaries for the collection, processing, and payment of the relevant amounts, there may be differences between the Room Price (as uploaded by the Accommodation in the Platform), the Processed Payment, and the amount received by the Accommodation.

3.2 The Accommodation is at all times responsible for the collection, remittance, withholding, and payment to the relevant (tax) authorities (as applicable) of the relevant Taxes on and extras in addition to the Room Price (including the relevant Taxes and extras not included in the Room Price) and remittance, withholding, and payment (as applicable) of the Taxes on the Commission to the relevant tax authorities. Unless the Accommodation clearly indicates in its listing on the Platform that certain Taxes, add-ons (e.g., breakfast), or other amounts are not included in the Room Price (the "Excluded Elements"), the Accommodation shall not further charge, request payment of, or collect any amount from the Guest that has not already been included in the Room Price (save for the Excluded Elements (if applicable)).

3.3 The Accommodation shall reimburse OnePlace (The One Place To Be Limited) upon its request if:

(i) The Accommodation agrees to a refund of (any part of) a fully or partially paid non-refundable Room Price; or

(ii) OnePlace (The One Place To Be Limited) is required by any applicable cancellation policy or by law, court order, (quasi-) governmental instruction or order, arbitral decision (or similar ruling), or subpoena; or

(iii) OnePlace (The One Place To Be Limited) determines in its discretion that it is reasonable or fair to the applicable Guest to make a refund of all or part of a Room Price.

3.4 In the event of a no-show or cancellation, OnePlace (The One Place To Be Limited) may charge Commission on the relevant amount of the Room Price collected and transferred to the Accommodation. In the event of an overbooking, the Commission shall be calculated in accordance with the terms of the Agreement.

3.5 Unless otherwise required by applicable law, the Accommodation shall only issue an invoice to the Guest (and provide such Guest upon their first request with an invoice) for the full amount of the reservation (including or plus (as required by applicable laws) all applicable Taxes). The Accommodation shall not invoice (or send an invoice to) OnePlace (The One Place To Be Limited) for the reservation or stay. Nothing in the Agreement shall constitute or imply that OnePlace (The One Place To Be Limited) acts or operates as a principal, merchant, or (re)seller of any room.

3.6 OnePlace (The One Place To Be Limited) may, in its absolute discretion, from time to time:

(i) Make payment from its own resources of any amount due to be paid to the Accommodation by the Payment Processor (a " Processor Late Payment") but which may for any reason be delayed. If this occurs, to the extent of the payment by OnePlace (The One Place To Be Limited), Accommodation hereby assigns to OnePlace (The One Place To Be Limited) all and any rights it has to receive the relevant Processor Late Payment and directs the Payment Processor to make payment of such Processor Late Payment directly to OnePlace (The One Place To Be Limited) instead of to the Accommodation; and

(ii) Make payment to the Payment Processor of any amount due from the Accommodation to the Payment Processor or a Guest (e.g. a refund amount agreed to be due from the Accommodation to the Guest). To the extent that and by reference to the amount for which OnePlace (The One Place To Be Limited) does this, the Accommodation shall pay to OnePlace (The One Place To Be Limited) by way of reimbursement the amount which it would otherwise have paid to the Payment Processor.

4.1 The Accommodation agrees to provide correct Bank Account details to OnePlace (The One Place To Be Limited) for onward transmission to the Payment Processor for the pay- out of any Processed Payment by bank transfer. The Accommodation shall bear all losses arising from any incorrect information provided to OnePlace (The One Place To Be Limited). OnePlace (The One Place To Be Limited) shall, acting on behalf of the Accommodation, notify the Payment Processor within 14 days of the end of the month in which the Guest has checked out of the amount of the Processed Payment to be transferred to the Accommodation using the bank account details provided.

5.1 The Accommodation may not authorize or charge the Virtual Card until the date on which the Guest’s reservation becomes non-refundable. The Virtual Card is only valid for the reservation to which it was assigned, and for the amount and currency specified on the confirmation for that reservation. The Accommodation must collect the Processed Payment by charging the Virtual Card during the time period ending 12 months after the date of the Guest’s check-out.

5.2 Where the Accommodation receives payment through Facilitated Payment using a Virtual Card, the Accommodation shall be deemed irrevocably to have received payment from the Guest in full and final settlement at such time as the Virtual Card is authorized and not at the later time of when the Accommodation receives settlement of the payment through its merchant acquirer.

1. OnePlace (The One Place To Be Limited) aims to display search results relevant to each Guest, by providing a personalized default ranking of Accommodations on its Platform. Guests can scroll through this default ranking, use filters, and sort by alternative ranking orders, and thus have the ability to influence the presentation of search results to receive a ranking order based on other criteria. OnePlace (The One Place To Be Limited) uses multiple algorithms to produce default ranking results, which is a constantly evolving process.

2. OnePlace (The One Place To Be Limited) has identified the following parameters to be most closely correlated with a Guest finding a suitable Accommodation, so prioritizes such parameters in the algorithms:

a. The Guest’s personal search history

b. the rate of click-through from the search page to the property page

c. The number of bookings related to the number of visits to the Accommodation page on the Platform (" Conversion") d. Gross (including cancellations) and net (excluding cancellations) bookings of the Accommodation

3. Conversion and click-through rate may be affected by various (stand-alone) factors including review scores (both aggregated scores and components), availability, policies, competitive pricing on the OnePlace (The One Place To Be Limited) Platform, quality of content, and certain features of the Accommodation. The Commission percentage paid by the Accommodation or other benefits to OnePlace (The One Place To Be Limited) (e.g. through commercial arrangements with the Accommodation or strategic partners) may also impact the default ranking. The Accommodation can find suggestions as to how to improve Conversion and click-through rate on the Extranet.

4. The Accommodation may influence its ranking by participating in programs that OnePlace (The One Place To Be Limited) makes available, such as the Genius loyalty program, deals, the Preferred and Preferred Plus Partner Programs, and the Visibility Booster (the latter three involve the Accommodation paying a higher Commission to OnePlace (The One Place To Be Limited)). The range of programs available may change from time to time. The programs and the terms applicable to each of the programs will be kept updated and made available on the Extranet.

Notwithstanding anything to the contrary in the Agreement, to the extent that the Accommodation (meaning property) is located in a Wide Parity Country, the terms and conditions set out below shall apply, replacing the terms in the Agreement with the corresponding numbering. The following Clause 2.2.1 shall replace Clauses 2.2.1 and 2.2.2 in the Agreement:

2.2.1 The Accommodation shall give OnePlace (The One Place To Be Limited) rate and availability parity as defined below:

(i) "Rate Parity" means the same or better rates for the same accommodation, same room type, same dates, same bed type, same number of guests, the same or better amenities and add-ons (e.g. free breakfast, Wifi, early/late check-out), the same or better restrictions and policies such as reservation changes and cancellation policy as are available on the Accommodation’s websites, apps, or call-centers (including the customer reservation system), or directly at the Accommodation, with any competitor of OnePlace (The One Place To Be Limited) (which includes any online or offline reservation or booking agency or intermediary), and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Accommodation. Rate Parity does not apply in respect of rates intended for a closed user group ("closed user group" means a group with defined limitations where membership is not automatic and where: (a) consumers actively opt in to become a member, (b) any online or mobile interface used by closed user group members is password protected, (c) closed user group members have completed a customer profile, and (d) the consumer to which the rate is offered or made available has already made at least one prior booking as a member of the closed user group), provided that such rates are not (directly or indirectly) publicly (made) available. In the event that a closed user group rate is (directly or indirectly) publicly (made) available (by the Accommodation, a (direct/indirect) competitor of OnePlace (The One Place To Be Limited), or on any third party (platform) (including any (meta) search engine or price comparison website), OnePlace (The One Place To Be Limited) is entitled to Rate Parity for such rate; and

(ii) "Availability Parity" means that the Accommodation shall provide OnePlace (The One Place To Be Limited) with such availability (i.e. rooms available for booking at the Platform) that are at least as favorable as those provided to any competitor of OnePlace (The One Place To Be Limited) (which includes any online or offline reservation or booking agency or intermediary) and/or with any other (online or offline) third party that is a business partner of or in any other way related with or connected to the Accommodation.

5.1 (v) The price for the rooms advertised on the Platform corresponds to the best available price for an equivalent stay with the Accommodation and a better price cannot be obtained by a Guest making a reservation with the Accommodation directly or via another (third) party, or via another medium or channel, and

6.2.1 (iii) To the extent that any claims under or pursuant to the We Price Match are not settled between the Guest and the Accommodation upon check-out of the Guest (by payment of the lower rate), all claims made by Guests regarding or pursuant to the We Price Match;