1. Preamble

These terms and conditions (hereinafter “Marketplace Terms”) are annexed to the main Platform Agreement set by and between HPG R&D LTD (Israel company’s number: 516129939) and the Travel Provider or the Accommodation Provider (as the case may be).

All and any definitions and terms used hereafter will have the same meaning and purposes as specified and defined within the Platform Agreement (unless said otherwise specifically and explicitly).

For the purposes of this Marketplace Terms, the following terms have the following meanings:

• “Marketplace” is the digital online arena administered by and via the Platform where any Accommodation Provider (supply) Customers can publish (if wishes to do so) their ARI (rates and availability inventory) and any Travel Provider (demand) Customers can access it, interact with it (perform searches/shop etc.) and place bookings. The Marketplace is aimed to facilitate and enable an open and secure arena for direct connectivity between Accommodation Providers (supply) <> Travel Providers (demand)  – without the need of having a prior relationship (pre-contracted/negotiated terms) – based on the Marketplace standard terms detailed herein.
  

• “Net rate-plans”: a net rate-plans defines the booking net price to be paid by the Travel Provider to the Accommodation Provider. The Net rate is a “pre-paid” rate (i.e. collected and paid prior to the stay/check-in).The Travel Provider is eligible to add a certain amount to the net rate (mark-up) and offer it to its clients. The final price (net rate + mark-up) is collected by the Travel Provider from its client (guest) and the net rate is paid by the Travel Provider to the Accommodation Provider.

➣  Rate flow:
[Accommodation Provider] ╠ net rate ⟹ [Travel Provider] ╠ net rate+mark-up ⟹ [consumer/“guest”]
➣  Payment flow:
[Accommodation Provider] ⟸ net rate ╣ [Travel Provider] ⟸ net rate+mark-up ╣ [consumer/“guest”]

• “Sell rate-plans”: a sell (comisionable) rate-plans defines the booking sell price for the final client (the guest/consumer). The Sell rate is a “post-pay” rate (i.e. collected and paid during the stay, until the check-out). The Travel Provider is only eligible to offer it to its clients the Sell rate (without any additional mark-up). The Sell price is collected by the Accommodation Provider from the guest and the commission amount is paid to the Travel Provider after the stay (post check-out).

➣  Rate flow:
[Accommodation Provider] ╠ sell rate ⟹ [Travel Provider] ╠ sell rate ⟹ [consumer/“guest”]
➣  Payment flow:
[Travel Provider] ⟸ commission ╣ [Accommodation Provider] ⟸ sell rate ╣ [consumer/“guest”]

In general, terms in this agreement will have the same meaning as specified in the main platform agreement or will be interpreted in light of the main platform agreement, unless specifically stated otherwise or the specific context implicitly indicates otherwise.  

2. Scope

The Marketplace Terms govern the agreements concluded between the respective Customer and HyperGuest regarding the use of the Marketplace, unless expressly agreed otherwise in writing.

In addition to the above, this Marketplace Terms constitute a “third-party beneficiary contract” (where the “third-parties” are the relevant Travel Provider and/or the Accommodation Provider that use the Marketplace through the Platform in order to connect and render each other services)

3. Purpose

The purpose of this Marketplace Term is to streamline and standardize the use of the Marketplace by the Accommodation Providers and Travel Providers (i.e. to set and define the terms and rules to be bindingly applied on the use of the Marketplace and the bookings to created be placed).

4. Bilateral agreement

The parties (Accommodation Providers <> Travel Providers) have full liberty to agree (externally, between of them) on diffrient / other / additional terms and conditions (then the ones detailed herein) and in this case these terms and conditions will prevail and override the Marketplace Terms.  

5. Marketplace Standard Terms

Unless agreed otherwise (between the relevant parties), the following standard terms and conditions are applied for any and all bookings placed via the Marketplace:

5.1 Payment terms (timing):

• Net rate-plans:
  for any and all bookings made under a Net rate-plans, the Travel Provider will settle the net price payment at least 24 hours prior to the cancelation dead-line.

• Sell rate-plans:
  for each and any booking made under a Sell rate-plans, the Accommodation Provider will settle commission payment not later than the 7th of each the calendar month for any and all bookings for which the check-out occurred within the previous calendar month (e.g. Accommodation Provider will settle the commission payment(s) until the 7th of the calendar month of April, for any and all bookings for which the check-out date occurred during the calendar month of March).

5.2 Payment Methods:

5.2.1 Externally

The parties (Accommodation Providers <> Travel Providers) have full liberty to agree (externally, between them) on any payment method they wish to deploy in order to settle payments. In this case, the Platform will only track the creation of a transaction but will not track the actual payment (unless it will be marked correctly by the relevant party that receives the payment).

5.2.2 Marketplace payment module:

The parties may utilize the payment module offered by the Platform in order to settle payments. In this case, actual payments and/or payment facilities will be passed on between the relevant parties based on the various scenarios. The cost of remitting payment will be carried by the relevant parties.

• Net rate-plans (pre-paid):
  A credit card or any other payment method that was agreed on might be charged for the full booking amount upon concluding the booking on a later date (as specifically outlined during the reservation process). For payments that are scheduled for a later date, a pre-authorizing process for the credit card or any other payment method that was agreed on in order to confirm its validity. The full booking amount is the total amount indicated during your booking process, plus an additional amount for the tax recovery charges.

• Sell rate-plans (post-pay):
  Payments for ‘Sell rate-plans (post-pay / “pay-at-the-property”) are one at the accommodation facility and directly to the accommodation Provider. In order to guarantee the booking the Accommodation Provider may require a credit card details and if so the transfer the credit card details is done via a secured protocol (SSL – Secure Sockets Layer – cryptographic protocols that provide communication security over the Internet) and it is not kept it in any way, shape or form. The Accommodation Provider may pre-authorize the credit card in order to confirm the validity of the credit card.

• Credit Card Payments / Chargebacks:
  In case payments, for a specific booking or bookings or on a regular basis, are done via any credit card facility (issued by any entity, company, bank, financial institute or by any other party and whether via your own personal credit card, corporate credit card, your account / agent / customer credit card, the final client credit card or any third party credit card) then the payer is holding full, absolute and unconditional responsibility for the payment; in case the credit card payment is being revoked, canceled, withdrawn or alike (whether deliberately or not-deliberately, due to a mistake, a fraud, a technical issue or for any other reason whatsoever) then the payer is fully, absolutely and unconditionally responsible to remit payment and settle immediately all due amounts in this regard.
  Credit card chargebacks: a chargeback is a process whereby a dispute demand is being submitted to a credit card company in regards to a specific payment/charge; regardless of the outcome of the process (whether the chargeback found to be justified or not) there is a high fee that the merchant is being charged for the chargeback and in addition to that a chargeback may severely damage the merchant’s credit reputation and subsequently cause an increase of the the merchant’s credit card rates (not just for the specific transaction but to all of the merchant’s transactions).
  Hence, awareness for this matter is required, to take precautions and not to avoid the initiation of a chargeback process without contacting the merchant first.
  Therefore, in case a payment is done by a credit card (Visa, Mastercard, American Express or any other type type of credit card or debit card) and a chargeback (a dispute) is submitted without contacting the merchant first and giving the opportunity to investigate the matter and take actions if and as needed, a charge for the fix administrative fees in the amount of $100 is due (regardless whether the chargeback found to be justified or not). For any query regarding a credit card charge, the payer must file a query in writing and provide details regarding the charge and the booking.

5.3 General Default Policies:

Each Accommodation Provider may have various policies, rules, terms etc. regarding various aspects of the reservation process and the facilities and the stay (hereinafter: “policies”).
In case policies are available, stated or declared (displayed on screen and/or via returned API responses, as the case may be):
(I) as part of the booking process (pre, during or post);
and/or
(II) as part of the static data (i.e. descriptions, policies, amenities, images etc.).
then these policies prevail and govern (i.e. in case of a conflict between policies stated and declared per the above and the default policies detailed herein, the former prevail).
Accordingly, in the absence of certain policies and unless specifically stated and declared otherwise (as above said), the following default policies will apply and govern:

• F.I.T Bookings: the Marketplace is designated for F.I.T (free independent travel) bookings and accordingly the rate-plans are F.I.T rates. These rates do not apply for any type of convention or group travel. Accommodation Providers reserves the right to cancel confirmed bookings if it is found that these rates were being utilized for convention delegates or attendees, or for group bookings.
  Please note: bookings, which includes more than 10 people or/and 5 rooms may be considered as a group. In case of group booking under FIT rates, the Accommodation Provider may not honor the booking, or in the event of relocation, the Accommodation Provider is not bound to relocate all the guests to the same accommodation facility and may split the guests between a few accommodation facilities.
  
• Rates, Rooms and Discounts: in general, rates are stated on a per room, per night basis. Rooms are “standard room”, on a room only basis (no meals included). Other fees, like resort fees, extra bedding such as cots and rollaway beds are usually payable locally in the accommodation facilities but can be requested once submitting a special request.
  All discounts stated are based on the discounts from the full “Rack Rate” and are correct at the time of the offer. “Rack Rate” is the rate published by an accommodation facility which is the maximum it will charge for any room.
  
• Special Requests: any special requests (e.g. specific floor/room, adjoining rooms, early check-in, late check-out etc.) are always subject to availability and the accommodation provider prior consent and cannot be guaranteed under any circumstance.
  
• Standard Check-in / Check-out hours: usually the standard policy for check-in at any accommodation facility is not before 2 pm local time and for check-out not after 10 am local time.
  
• Typical Rooms Structure: most accommodation facilities rooms consist of two double beds and can sleep up to 2 persons. In many accommodation facilities, where the maximum occupancy of the room exceeds the number of beds listed in the brochure description a rollaway bed can be provided at a charge per night usually payable locally. References to triple or quadruple etc. rooms refer to the number of occupants in a room rather than the number of beds. Homes and apartments are cleaned prior to arrival and are generally not cleaned again during your stay.
  
• Cleaning Services: rooms are are cleaned prior to arrival and may not cleaned again during your stay, unless specifically asked for that and based on the accommodation type and standard.
  
• Photos / Images: photos / images are only a depiction of the type of rooms on offer and may not represent the actual room described. Reasonable effort has been made to ensure the accuracy of descriptions and information.
  
• Cancellations and Amendments: cancellations are subject to the specific policy as outlined during the booking process and on your confirmation. Fees may apply for cancellations, amendments, no-shows or early checkouts. In some cases, Accommodation Providers do not permit changes to or cancellations of reservations after they are made. In case no cancellation policy is stated then the cancellation policy is “non-refundable”.
  
• Board types / Meals: Accommodation Providers may offer various Board/Meals services; these services are usually categorized as broad types according to the amount of daily meals included. Board types may include “no board”, “bed and breakfast”, “half board”, “full board”, “all inclusive” and others. The exact details of specific services included in these service packages are determined by the Accommodation Providers. Reserved services are detailed and stated during the booking process. Unless the eligibility to any specific board/meal at the place and time of your reservation is explicitly stated during the booking process, there is no eligibility for any board/meal. Eligibility to a meal that is not specified during the booking process (if at all available) is always subject to payment of additional charges directly to the accommodation provided. Unless otherwise stated, meals, including, breakfast, lunch and dinner are not included.
  
• Facilities / Amenities Eligibility: all details regarding the facilities  / amenities that are included in the booking are determined by the Accommodation Provider. Reserved facilities / amenities are usually detailed during the booking process. Some of the facilities / amenities on the list may not be included in the price of the booking and may require additional charges to be paid directly to the Accommodation Provider. Unless eligibility to any specific facility during the booking process is explicitly stated, there is no eligibility for that facility / amenity.
  
• Pets policy: pets are not allowed.
  
• Smoking policy: smoking in public areas and rooms are not allowed. Smoking is only allowed in designated area for smoking where signs are presented and explicitly permitting smoking.
  
• Room Service / Mini-Bar: room service and/or mini-bar are not available or offered.
  
• Overbooking and Relocation: Overbooking is a situation where from various reasons, prior to arrival or at the time of the check-in there is no room available for the date/s reserved; in such an unfortunate case, the Accommodation Provider hold and retain the right to relocate to another accommodation facility, provided however that the other accommodation facility will be: (a) same area / in a reasonable proximity to the original accommodation facility; and (b) same or higher quality level / start rating / category as the original accommodation facility; and c) similar room type; and (d) the board type will be same or better than the original board type reserved. As a standard practice, relocated customers will be offered more than one alternative (two when possible), which will have these minimum or higher like-for-like characteristics respective of the original accommodation.
  
• Bookings for persons with special needs or disabilities: unless specifically stated, the offers are not for persons with special needs or disabilities.
  
• Complaints: any queries or complaints in relation to a booking or stay must immediately be done at the location where the incident arises and if asked set out in writing details of the complaint. If it is not possible to do so whilst on location it must be done not later than 28 days after the return. Accommodation Providers not be held responsible for any issue that will not be reported to as per the above said.
  
• case of obvious error in rates: the rates will be as quoted on or via the Platform from time to time, except in cases of obvious error. Rates are liable to change at any time, but changes will not affect reservations already accepted. Despite best efforts, some of the rates listed on or via the Platform may be incorrectly priced. Accommodation Provider EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY RATES ERRORS ON THE PLATFORM AND/OR ON PENDING RESERVATIONS MADE UNDER AN INCORRECT RATES. IN SUCH EVENT, IF AVAILABLE, the Accommodation Provider WILL OFFER THE OPPORTUNITY TO KEEP THE PENDING RESERVATION AT THE CORRECT RATE OR the Accommodation Provider WILL CANCEL THE RESERVATION WITHOUT PENALTY. Accommodation Provider is under no obligation to provide and honor an incorrect (lower) rates, even after a confirmation for the reservation was issued and sent.
  
• Travel Destinations: although most travel, including travel to international destinations, is completed without incident, travel to certain destinations may involve greater risk than others. Passengers need to review travel prohibitions, warnings, announcements and advisories issued by any relevant government or official local and/or international authorities prior to booking travel to international destinations.
  ACCOMMODATION PROVIDERS  DO NOT REPRESENT OR WARRANT THAT TRAVEL TO ANY POINTS IS ADVISABLE OR WITHOUT RISK, AND ARE NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS.

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