Hotel Partner Terms & Conditions

These Terms And Changes To Them

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.

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 Partner 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.

These Terms incorporate, and should be read together with, the commercial rate card and any operational policies made available to you in the Partner 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.

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.

Definitions

In these Terms, unless the context requires otherwise:

• 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;
• Commission means the amount payable to, or retained by, MPS in respect of a Booking;
• 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;
• Partner Attribution means the mechanism (including QR codes, links and tracking identifiers) by which a User and a subsequent Booking are attributed to you;
• Partner Portal means the online interface through which MPS makes available the Schedule, reporting and operational materials;
• Schedule has the meaning given in clause 1.3;
• 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;
• User means any end customer who accesses or transacts on the Platform.

Participation In The Platform

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.

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 9. MPS may operate an initial trial or pilot configuration and may vary Platform features at any time.

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.

Your Obligations

You shall:

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

Partner Attribution And QR Codes

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

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.

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.

Commission And Pricing

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 Partner Portal. The commission structure, payment terms and any other commercial arrangements applicable to you will be made available through the Partner Portal and may be updated from time to time. By continuing to use the Platform, you agree to the commercial terms displayed in the Partner 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.

Booking Models, Merchant Of Record And Refunds

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.

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.

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.

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.

Data Protection

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.

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 Partner Portal. Such data processing agreement addresses the collection, processing, retention and deletion of personal data, including any identity-document data captured through the Platform.

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.

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.

Suspension And Termination

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

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 Partner Attribution, and MPS shall pay you any commissions amounts accrued and payable in respect of qualifying Bookings completed before termination. Clauses which by their nature should survive (including clauses 6, 8, 10, 11 and 12) survive termination.

Intellectual Property

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.

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.

Liability

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.

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.

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.

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.

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.

General

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.

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.

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.

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.

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.

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

Governing Law And Disputes

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.

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.