Hotel Partner Terms & Conditions

These hotel partner terms are provided in multiple languages for convenience. The English version is legally binding and prevails in case of discrepancies.

PLEASE READ THESE TERMS CAREFULLY. They do not require signature. By registering as a Partner, deploying any MPS attribution materials (including QR codes or links), promoting the Platform to your guests, or accepting any payment under these Terms, you agree to be bound by these Terms. If you do not agree, you must not participate in the Platform.

These Hotel Partner Terms and Conditions (the “Terms”) govern your participation as a hotel partner (“you”, “your” or the “Partner”) in the “MyPerfectStay” platform operated by MyPerfectStay Technologies Limited, a private company incorporated in the Dubai International Financial Centre, Dubai, United Arab Emirates, with commercial licence number CL13914, having its registered office at Unit IH-00-01-02-OF-01, Level 2, Innovation One, Dubai International Financial Centre, Dubai, United Arab Emirates (“MPS”, “we”, “us” or “our”), a technology-enabled social travel and group trip planning platform (https://myperfectstay.com) that enables guests and other users to discover, organise and book activities, experiences and hotel accommodation, together with related services that may be added from time to time (the “Platform”). MPS forms part of a group that includes its affiliate, CloudCops GmbH (Germany), which operates the consumer-facing service. These Terms govern only the relationship between MPS and the Partner.

1. THESE TERMS AND CHANGES TO THEM

1.1 These Terms form the agreement between you and MPS in relation to your participation in the Platform. No signature is required; your acceptance is given by the conduct described above.

1.2 We may update or replace these Terms from time to time. The current version is always available on our website. We will take reasonable steps to notify you of material changes (for example via the Portal or by email). Your continued participation in the Platform after a change takes effect constitutes your acceptance of the updated Terms. If you do not accept a change, your remedy is to stop participating in the Platform.

1.3 These Terms incorporate, and should be read together with, the commercial rate card and any operational policies made available to you in the Portal (together, the “Schedule”). In the event of conflict between these Terms and the Schedule on commercial rates, the Schedule prevails as to those rates.

1.4 MPS reserves the right, in its sole discretion, to amend, vary, add to or replace these Terms (in whole or in part) at any time. Any such amendment takes effect when the updated Terms are published or otherwise notified to you, and your continued participation in the Platform thereafter constitutes your acceptance of the amended Terms.

2. DEFINITIONS

2.1 In these Terms, unless the context requires otherwise:

• (a) Attribution System means MPS’s proprietary first-party attribution infrastructure (including QR codes, links, tracking identifiers and booking records), operated and updated by MPS from time to time, by which a User and a subsequent Booking are attributed to you;
• (b) Booking means a transaction completed by a User through the Platform, including bookings of activities, experiences, hotel accommodation and any other services made available on the Platform from time to time;
• (c) Commission means the amount payable to, or retained by, MPS in respect of a Booking;
• (d) Intellectual Property Rights means copyright, patents, database rights, rights in software, and rights in trade marks, trade names, designs, domain names, know-how, trade secrets and confidential information (whether registered or unregistered), applications for registration and the right to apply for registration of any of these rights, and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world, in each case for their full term including all extensions, revivals and renewals;
• (e) Merchant of Record or MoR means the entity that is the contracting seller of record for a Booking and is responsible for processing payment, issuing confirmation and handling the customer relationship for that Booking;
• (f) Portal means the MPS partner and representative portal, and related tools, dashboards and reporting, through which MPS makes available the Schedule and operational materials;
• (g) Schedule has the meaning given in clause 1;
• (h) SSP means the suggested selling price, being the recommended minimum selling price provided by a hotel or supplier, which acts as a benchmark for sellers;
• (i) User means any end customer who accesses or transacts on the Platform.

3. PARTICIPATION IN THE PLATFORM

3.1 Subject to these Terms, MPS grants you the ability to participate in the Platform, to promote it to your guests, and to earn commissions on qualifying Bookings attributed to you in accordance with the Schedule.

3.2 There is no minimum commitment and no exclusivity. Participation begins when you first accept these Terms (by the conduct described above) and continues until ended in accordance with clause 13. MPS may operate an initial trial or pilot configuration and may vary Platform features at any time.

3.3 You acknowledge that the Platform may make available third-party hotel accommodation inventory accessed, and that MPS does not control, and gives no warranty in respect of, such third-party inventory or its suppliers.

4. YOUR OBLIGATIONS

4.1 You shall:

• (a) promote the Platform to your guests in good faith and not misrepresent the Platform or the services available through it;
• (b) comply with all applicable laws and regulations in connection with your participation, including consumer-protection, tax and data-protection laws;
• (c) ensure the accuracy of any inventory, pricing or content that you list or supply on the Platform; and
• (d) not do anything that damages the reputation of MPS or the Platform, or that interferes with its operation or security.

5. ATTRIBUTION SYSTEM AND QR CODES

5.1 MPS attributes Users and Bookings to you by means of the Attribution System, including QR codes and links registered to you.

5.2 Attribution operates at the Partner level. You may deploy multiple QR codes or links, and all such codes and links registered to you are attributed to you, irrespective of the number deployed.

5.3 A Booking qualifies for commissions where it is made by a User attributed to you and satisfies the qualifying criteria set out in the Schedule. You do not earn any commissions in respect of activities, experiences, accommodation or other services that you yourself supply or list on the Platform, so as to avoid being rewarded twice in respect of the same Booking.

6. COMMISSION AND PRICING

6.1 For hotel accommodation inventory, each hotel or supplier provides an SSP, being the recommended minimum selling price that acts as a benchmark for sellers. MPS may set the selling price at or above the applicable SSP. MPS may authorise its sales representatives to adjust the fee applicable to you within the range and according to the criteria set out in the Schedule, and any such adjustment will be recorded in the Portal. The commission structure, payment terms and any other commercial arrangements applicable to you will be made available through the Portal and may be updated from time to time. By continuing to use the Platform, you agree to the commercial terms displayed in the Portal. MPS is not obliged to pay amounts in respect of Bookings that are cancelled, refunded or subject to a chargeback and may set off or claw back amounts relating to such Bookings against future payments.

7. BOOKING MODELS, MERCHANT OF RECORD AND REFUNDS

7.1 The Platform operates two booking models, and the model applicable to a Booking determines who is Merchant of Record, who takes payment and who bears refunds. The applicable model is identified at checkout and on the booking confirmation.

7.2 Affiliate model. For most activities and experiences, a third party (for example the activities supplier) acts as Merchant of Record. That third party holds the Booking, takes payment, issues confirmation, sets the cancellation policy and is responsible for performing the activity and for refunds on its own timeline.

7.3 Direct model. Where MPS acts as Merchant of Record, MPS may still use external service providers for processing payment, issuing booking confirmation, handling the customer relationship and handling refunds, cancellations and chargebacks for the relevant Booking.

7.4 You shall provide reasonable cooperation in connection with refunds, cancellations and chargebacks. As between you and MPS, responsibility for a service failure rests with the party at fault.

8. DATA PROTECTION

8.1 Each party shall comply with all applicable data protection and privacy laws, including, where applicable, the EU General Data Protection Regulation (GDPR), in connection with these Terms.

8.2 Where personal data of Users or guests is shared between the parties, the parties shall determine their respective roles (as controller or processor) and, where required by applicable law, enter into a separate data processing agreement made available through the Portal. Such data processing agreement addresses the collection, processing, retention and deletion of personal data, including any identity-document data captured through the Platform.

8.3 Where a Booking requires traveller details (for example name, date of birth, nationality or passport number), you shall handle such details only to fulfil the Booking, shall not retain or use them for any other purpose, and shall handle any identity-document data in accordance with applicable law. Where any passport or identity image is captured, it shall be deleted once the required details have been extracted. You shall not submit any traveller’s identity or passport details without that traveller’s knowledge and consent.

8.4 Each party shall implement appropriate technical and organisational measures to protect personal data and shall promptly notify the other of any material data breach affecting the other party’s data of which it becomes aware.

9. CONFIDENTIALITY

9.1 Each party shall keep confidential, and shall not use except to participate in or operate the Platform, any information disclosed to it by or on behalf of the other party that is confidential or commercially sensitive, including commission structures and rates, pricing and margin information, Portal content, analytics and reporting data, and the terms of these Terms.

9.2 These obligations do not apply to information that is or becomes public other than through breach of these Terms, was already known to the receiving party without any obligation of confidence, or is required to be disclosed by law, a court or a regulator, provided that (where lawful) the disclosing party is given reasonable notice.

9.3 This clause survives termination of these Terms without limit of time.

10. PLATFORM PROTECTION

10.1 You shall not, and shall not assist or permit any person to:

• (a) reverse engineer, decompile or disassemble, or otherwise attempt to derive the source code, architecture, algorithms or commission methodology of, the Platform or the Portal;
• (b) scrape, crawl, harvest or systematically extract or copy any data, content or listings from the Platform or the Portal, whether manually or by automated means; or
• (c) develop, operate, promote or invest in any competing referral, attribution or booking platform using any material derived from the Platform, the Portal, or information obtained through your participation.

11. COMPLIANCE WITH LAWS; ANTI-BRIBERY; SANCTIONS

11.1 In addition to your obligations under clause 4, you shall comply with all applicable anti-bribery and anti-money laundering laws, and shall not offer, give, solicit or accept any bribe, kickback, facilitation payment or other improper advantage in connection with the Platform.

11.2 You represent and undertake on a continuing basis that neither you, nor any of your directors, officers or beneficial owners, is a person listed on, or owned or controlled by a person listed on, any applicable sanctions list, or is located, organised or resident in a country or territory that is the subject of comprehensive sanctions. You shall notify MPS promptly if this ceases to be true.

11.3 Breach of this clause is a material breach entitling MPS to suspend or terminate your participation immediately under clause 13.

12. REPRESENTATIONS

12.1 You represent and warrant, on an ongoing basis, that:

• (a) you have full power and authority to participate in the Platform on these Terms;
• (b) all information you provide to MPS, including for registration and onboarding, is accurate and complete; and
• (c) you hold all licences, registrations and approvals required to operate the accommodation, activities or experiences you list or supply on the Platform.

13. SUSPENSION AND TERMINATION

13.1 You may stop participating in the Platform at any time by ceasing to use the Attribution System and notifying MPS through the Portal.

13.2 MPS may suspend or terminate your participation, in whole or in part, at any time: (a) on reasonable notice for convenience; or (b) immediately where you breach these Terms, where required by law, or where MPS reasonably considers your participation poses a risk to Users, suppliers, the Platform or MPS. On termination, you shall cease using MPS’ materials and the Attribution System, and MPS shall pay you any amounts accrued and payable in respect of qualifying Bookings completed before termination. Clauses which by their nature should survive (including clauses 6, 8, 9, 10, 11, 14, 15, 16 and 17) survive termination.

14. INTELLECTUAL PROPERTY

14.1 All intellectual property rights in the Platform, including its software, interfaces, branding and the QR-code and attribution systems, are and remain the property of MPS or its licensors. These Terms do neither transfer nor license any such rights to you.

14.2 You grant MPS a non-exclusive, royalty-free licence to use your name, logo and brand assets solely to operate the Platform and identify you on it, subject to your reasonable brand guidelines. Neither party may otherwise use the other’s marks in a way implying an association beyond that contemplated by these Terms without prior written consent.

14.3 MPS may freely use any feedback, suggestions or ideas you provide about the Platform or the Portal, without restriction or compensation to you.

15. LIABILITY

15.1 Nothing in these Terms limits or excludes either party’s liability for fraud, wilful misconduct or any liability that cannot be limited or excluded under applicable law.

15.2 Neither party is liable to the other for any indirect, consequential, special or punitive loss, including loss of profit, revenue, goodwill or anticipated savings. MPS’ total aggregate liability arising out of or in connection with these Terms shall not exceed the total Commission retained by MPS in respect of your attributed Bookings during the [three (3)] months preceding the event giving rise to the claim.

15.3 You shall indemnify MPS against claims, losses and costs arising from inventory, pricing or content you list or supply on the Platform, or from your breach of these Terms or of applicable law.

15.4 The Platform is made available on an “as is” and “as available” basis. MPS does not warrant that the Platform will be uninterrupted or error-free, or that any particular volume of Bookings or revenue will result from your participation.

15.5 To the maximum extent permitted by applicable law, you waive and release any and all claims, demands and causes of action against MPS, its affiliates and their respective directors, officers, employees and agents arising out of or in connection with the Platform, these Terms or your participation. Nothing in this clause excludes or limits any liability or right that cannot be excluded or limited under applicable law, and to that extent only this clause does not apply.

16. GENERAL

16.1 Entire terms. These Terms and the Schedule constitute the entire agreement between you and MPS relating to your participation in the Platform and supersede all prior arrangements relating to that subject matter.

16.2 Assignment. You may not assign or transfer your rights under these Terms without MPS’ prior written consent. MPS may assign or transfer its rights to a member of its group or to a successor of its business.

16.3 No partnership or agency. Nothing in these Terms creates a partnership, joint venture or agency between the parties, and neither party may bind the other.

16.4 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, acts of public authority, strikes, infrastructure or payment-processor outages, war or terrorism.

16.5 Severability and waiver. If any provision is held invalid or unenforceable, the remaining provisions continue in force. A failure to enforce a provision is not a waiver of it.

16.6 Notices. Notices to you may be given through the Portal or by email to your registered address.

17. GOVERNING LAW AND DISPUTES

17.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by and construed in accordance with the laws of England and Wales.

17.2 Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. The language of the arbitration shall be English.