Smart Distribution Supply Partner – Terms of Use

About RateGain and Scope of These Terms

These online terms and conditions (“Terms”) govern the onboarding, access to and use of RateGain’s Smart Distribution Supply Partner program by eligible supply partners (each, a “Partner”).

These Terms are entered into by and between RateGain and the Partner accepting these Terms.

For the purposes of these Terms, unless the context otherwise requires, the term “RateGain” shall be deemed to include its affiliates, group companies, successors, legal representatives, and permitted assigns.

By accessing, onboarding to or participating in the Smart Distribution Supply Partner program, the Partner acknowledges that it has read, understood and agreed to be bound by these Terms, as may be amended by RateGain from time to time.

Both, RateGain and Partner shall be individually referred to as ‘Party’ and collectively as ‘Parties’.

1. DEFINITIONS

All capitalized terms used in this Terms but not defined herein have the meanings set forth elsewhere in this Terms:

1.1. ‘Affiliate’ means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Party.

1.2. ‘Effective Date’ means the date from which the service delivery begins, or the go live date, as applicable.

1.3. ‘Licensed Software’ means the web-based software application, in object-code form, any related user manuals and other documentation, and any updates or fixes to any of the foregoing, as provided by RateGain at its discretion including any services that may be availed as per mutual Terms between the parties.

1.4. ‘Term’ means the period beginning on the Effective Date and ending as per the applicable provisions of the Terms.

1.5. ‘Terms’ means and includes Terms and all Schedules/Annexure/Appendix/Exhibit and Addendums/Amendments as may be specified in reference to this Terms and executed in writing between Parties.

2. IMPLEMENTATION

RateGain and Partner will each use commercially reasonable efforts to implement the services subject to the provisions of the governing Schedule and to the performance of all necessary actions by any third party.

3. FEES AND COSTS

3.1. Fees and Costs: RateGain agrees to pay the fees and costs for the Services as set forth in the Terms or schedule thereof.

3.2. Taxes: RateGain will pay all sales, use, excise, value added and similar taxes and duties levied by any taxing authority in connection with Partner’s delivery of the Service other than taxes that are levied upon RateGain’s net income or payroll (collectively, ‘Taxes’). Except as expressly stated otherwise in the Terms, all fees and costs are exclusive of Taxes.

3.3. Payment of Fees and Costs:

(a) Except as expressly stated otherwise in the Terms, all amounts payable hereunder (i) are due within thirty (30) days of the date of receipt of each billing statement therefor; Partner.

(b) RateGain will notify Partner in writing, within thirty (30) business days of receipt of a billing statement, of any good faith dispute concerning such statement.

(c) Partner will deliver all written communications regarding billing statements to RateGain, to email designated at the time of onboarding

4. TERM AND TERMINATION

4.1. Term: This Terms is effective as of the Terms Effective Date and shall continue in effect for an initial term of 01 (One) years from such date unless terminated earlier as provided in other provisions of this Terms. The Term of this Terms shall thereafter automatically renew for additional, successive 01 (One) year terms unless either party provides written notice to the other party of its intent to terminate this Terms at least sixty (60) days prior to the expiration of the then-current term.

4.2. Termination Upon Breach: If a party to the Terms materially breaches the Terms, the non-breaching party may give written notice to the breaching party specifying the breach or breaches that have occurred. Except as expressly stated otherwise in the Terms, the breaching party will be entitled to ten (10) days after receipt of such notice within which to cure any payment breach and thirty (30) days after receipt of such notice within which to cure any other breach. If the breaching party fails to cure such breach within the applicable cure period after receipt of written notice, the non-breaching party may terminate the Terms by giving written notice to the breaching party within sixty (60) days of the expiration of the cure period.

4.3. Termination Upon Change in Financial Position: Either party may terminate the Terms by giving written notice to the other party if the other party ceases to do business as a going concern; becomes insolvent, bankrupt or the subject of a receivership or administration; has a trustee or liquidator appointed for it; or has any substantial part of its property subjected to any levy, seizure, assignment or sale for or by any third party.

4.4. Force Majeure: A party’s failure to comply with the Terms, , will not constitute a breach to the extent such failure results from events beyond the control of the non-compliant party, including without limitation government regulation; acts of God; terrorist acts; fire; war; civil unrest; power fluctuations or outages; or telecommunications outages or delays. If such non-compliance continues for more than thirty (30) consecutive days, either party may terminate the Terms by giving written notice to the other party.

4.5. Agreed Damages Upon Early Termination: Subject to Section 4.4. above, if Partner takes action to terminate the Terms before the end of its Term for any reason other than RateGain’s breach, or if RateGain terminates the Terms for Partner’s breach, Partner will pay to RateGain the amount of liquidated damages relating to this Terms that is the greater of (a) an amount equal to (i) 100 percent (100%) of the average monthly amount attributable to this Terms that is reflected on the billing statements for the twelve (12) months immediately prior to termination, multiplied by (ii) the number of months remaining in the Term of this Terms immediately prior to termination; or (b) the total of (i) all accrued and unpaid fees attributable to this Terms at termination, plus (ii) the sum of all minimum fees attributable to this Terms and applicable during the remaining Term of this Terms immediately prior to termination. The parties agree that such amounts are liquidated damages payable to RateGain for the termination of the Terms and are not a penalty; that it would be difficult or impossible to ascertain RateGain’s actual damages arising from such a termination of the Terms, that the amount of such liquidated damages represents a reasonable and good faith estimate of such damages; and that such liquidated damages are not indirect, special, incidental or consequential damages for purposes of the Terms. RateGain’s rights under this section are in addition to any other rights that RateGain may have hereunder.

4.6. Survival: Sections 4.6, 5, 6, 7, 8 and 10.4 of the Terms and any rights of RateGain or Partner that may have accrued as of the termination of the Terms or any element thereof, will survive such termination.

5. CONFIDENTIALITY

5.1. ‘Confidential Information’ means all information furnished by one party to the other in connection with the Terms that is designated or treated as confidential by the disclosing party. Confidential Information does not include any information that (a) is already lawfully known by the receiving party when received as a matter of record; (b) is independently developed by the receiving party; (c) is now or hereafter becomes generally available to the public other than as a result of disclosure by the receiving party; (d) is received by the receiving party from a third party legally entitled to make such disclosure; or (e) is disclosed after the receiving party obtains prior written approval from the disclosing party for such disclosure. Neither party will use the other party’s Confidential Information for any purpose other than to fulfill its obligations arising under the Terms. Each party will use reasonable efforts to keep confidential the other party’s Confidential Information and the terms and pricing contained in the Terms and will not disclose such information to any person or entity other than its employees, agents, and affiliates who agree to comply with this section or other than as required to fulfill its obligations arising under the Terms. Each party will be responsible for the breach of this section by its employees, agents, and affiliates. A party may disclose the other party’s Confidential Information to the extent required by law, regulation, judicial process or order of a governmental authority, provided that the disclosing party discloses only that Confidential Information necessary to comply with such requirement and that the disclosing party gives the other party prompt notice of such requirement following the disclosing party’s receipt of notice, or determination of the existence, of such requirement. After the termination of the Terms, each party will promptly return to the other party or destroy and/or delete all of the other party’s Confidential Information furnished to it upon the written request of the other party, provided that RateGain may retain in its physical and electronic records relating to the Partner’s Confidential Information that is incorporated into such records in the normal course of RateGain’s business. Each party will confirm any such destruction and deletion in writing to the other party within thirty (30) days of receipt of such written request. Notwithstanding any provision of the Terms, RateGain may use and disclose data derived by RateGain for purposes of reporting and analysis, provided that neither Partner nor any Affiliate, nor any Partner or guest of Partner or any Affiliate, is identifiable from such reporting or analysis. RateGain represents that it will not disclose any personally identifiable information or personal financial information of any Partner or guest of Partner or its Affiliates in connection with any such reporting or analysis.

5.2. The Receiving Party shall (1) keep the Disclosing Party’s Confidential Information in strict confidence; (2) protect it with the same degree of care as the Receiving Party treats its own confidential information; (3) not, without prior written consent of the Disclosing Party, disclose it or permit it to be disclosed to anyone other than the Receiving Party’s directors, officers, employees, agents or consultants who have a legitimate need to know the Confidential Information for the Receiving Party to negotiate, participate in, or perform its obligations with respect to this Terms; and (4) will not use and will not permit its directors, officers, employees, agents or consultants to use the Disclosing Party’s Confidential Information for any reason other than to carry out its obligations under this Terms.

5.3. Upon demand by the Disclosing Party, the Receiving Party shall return and deliver all Confidential Information that was disclosed to it, and the Receiving Party shall destroy all copies, summaries, compilations or analyses thereof, in whatever form maintained or derived.

5.4. Notwithstanding the foregoing provisions, Confidential Information shall not include any information that the Receiving Party can demonstrate:

(a) Was already known to the Receiving Party without any obligation of confidentiality prior to disclosure of it by the Disclosing Party;

(b) Is disclosed to the Receiving Party without obligation or confidentiality by a third party who has the right to make such disclosure;

(c) Is in the public domain or hereafter enters the public domain through no fault of the Receiving Party; and/or

(d) Is subpoenaed by an appropriate agency, as long as the Receiving Party (where permitted by applicable law) provides notice to the other party sufficiently in advance of and before making any disclosure to allow the Disclosing Party to object to, limit or otherwise protect its Confidential Information from disclosure.

6. INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP OF DATA

6.1. RateGain’s Ownership: RateGain and its licensors will retain exclusive ownership of all right, title and interest, including without limitation, all Intellectual Property Rights (as defined below), in the systems and software used by RateGain; the design, functionality, operation and components of the same; all modifications, enhancements and upgrades to the same; and RateGain’s business methods. No right, title or interest of any kind in the foregoing is granted to Partner or any Affiliate pursuant to the Terms.

6.2. Partner’s Ownership: No right, title or interest of any kind is granted to RateGain pursuant to the Terms in or to the data or images furnished by Partner and its Affiliates to RateGain during the Term of the Terms for use by RateGain for the purpose of the services.

6.3. Use of Marks: Partner represents and warrants that it has the right to grant, and does hereby grant, to RateGain a license to use, display, transmit, distribute and store on RateGain’s systems, the trademarks, service marks, trade names, trade dress, logos, names, images and other media (collectively, “Marks”) provided by Partner and each Affiliate and by any agent of Partner or an Affiliate (including the Marks of any third party that are so provided) to RateGain for use of the Services. Partner will indemnify, defend and hold harmless RateGain and its affiliated entities from and against all suits, proceedings, claims, losses, liability, costs, damages, fines, and expenses (including reasonable attorneys’ fees) instituted against or incurred or suffered by them that arise out of or in connection with any asserted breach by Partner of the representation and warranty in the preceding sentence. Except as set forth in the first sentence of this section, RateGain will not obtain any right, title or interest in or to the Marks of Partner or any Affiliate pursuant to the Terms.

6.4. ‘Intellectual Property Rights’ means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship, including but not limited to copyrights and moral rights; (b) trademark, trade name and trade dress rights and similar rights; (c) trade secret rights; and (d) patents, designs, database rights, algorithms and other industrial property rights; all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated), whether arising by operation of law, contract, license or otherwise; and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force.

7. Indemnification

7.1. Each Party and its affiliates, owners, officers, directors, employees contractors and subcontractors (the “Indemnifying Party”) hereby agrees to protect, defend, indemnify and hold harmless the other Party, and its affiliates, officers, directors, shareholders, members, agents and employees (the “Indemnified Party”) from and against any and all claims, demands, damages, losses or expenses, of any nature whatsoever, including court costs and reasonable attorneys' fees (“Damages”), arising directly or indirectly from or out of (i) its negligence or wilful misconduct, except to the extent attributable to the negligence or wilful misconduct of the other Party; and (ii) any claims of infringement of intellectual property rights by third parties in relation to intellectual property rights directly owned by RateGain or Partner. This section shall survive the termination of this Terms. The Indemnified Party shall give the Indemnifying Party prompt written notice of any claim; provided, however, that the failure to notify the Indemnifying Party shall not affect the indemnity obligations of the Indemnifying Party except to the extent it is prejudiced by the failure of Indemnified Party to give such notice.

7.2. The Partner shall, during and after the Term of this Terms, at all times hold harmless and keep fully indemnified RateGain from and against any actions, claims, proceedings, losses, costs, expenses and demands (including costs and expenses in defending such matters and its proper compromise) arising directly or indirectly out of or incidental to or in connection with any breach by or on behalf of the Partner or any of its servants, agents or contractors of any of the provisions of this Terms.

8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

8.1. Disclaimer of Warranties: All warranties, express or implied, statutory or otherwise, including without limitation, any warranty of fitness for a particular purpose, merchantability, satisfactory quality, good and workmanlike service, reasonable skill and care or non-infringement, relating to the subject matter hereof are disclaimed by RateGain and waived by Partner to the maximum extent permitted by law.

8.2. Limitation of Liability: Nothing in this or the following section excludes or limits the liability of either party for death or personal injury caused by its negligence or for its fraudulent misrepresentation. Subject to the preceding sentence, RateGain, its subsidiaries and affiliated entities will have no liability arising from or relating to (a) data provided or entered by Partner or any affiliate, or by any third party (other than any error or omission in data caused by RateGain’s entry of that data). In no event will RateGain’s liability hereunder exceed the total fees and costs paid for the services during the six (6) months immediately preceding the date of the cause of action or occurrence which is the basis of Partner’s claim against RateGain.

8.3. No Consequential Damages: Subject to the first sentence of the preceding section, neither party will be liable to the other for any indirect, special, incidental, punitive or consequential damages, including lost profits, income or goodwill, regardless of whether or not such party has been advised of the possibility of such damages, caused by or resulting from any breach of the Terms, and each party hereby expressly waives such damages, provided that amounts due to RateGain pursuant to Section 3.0 of this Terms are not indirect, special, incidental, punitive or consequential damages for purposes of the Terms.

9. GOVERNING LAW, JURISDICTION & DISPUTE RESOLUTION

9.1. All references to ‘RateGain,’ ‘we,’ or ‘us’ under these Terms, what law will apply in any dispute or lawsuit arising out of or in connection with the Agreement, and which courts have jurisdiction over any such dispute or lawsuit, shall be as follows:

The Agreement, and any disputes arising out of or related to the Terms of Service hereto, will be governed exclusively by the applicable Governing Laws mentioned hereinabove, without regard to conflicts of laws principles.

9.2. Any dispute with respect to the provisions of the Agreement and/or arising therefrom shall be resolved mutually by the Parties within fifteen (15) days of notification of existence of such dispute by the aggrieved Party. If such dispute is not resolved within the aforementioned period, then Parties may refer such dispute for adjudication by arbitration in accordance with the Dispute Resolution provisions mentioned hereinabove. The Seat of the arbitration shall be the applicable Venue mentioned hereinabove, and the arbitration tribunal shall consist of a sole arbitrator appointed mutually by the Parties. The language of arbitration shall be English.

The courts located in the applicable Venue mentioned hereinabove shall have the sole jurisdiction for the purpose of the Terms of Service and any dispute(s) arising therefrom and/or in relation thereto, without regard to any conflict of laws principle. Each Party waives any defense that it may have that any such court lacks jurisdiction over it or is an inconvenient or improper forum.

10. GENERAL REQUIREMENTS

10.1. Cooperation and Infrastructure: Partner agrees (a) to reasonably cooperate with, and to cause each Affiliate to reasonably cooperate with, RateGain with respect to the implementation, maintenance, performance and modification or enhancement of the Services; (b) at Partner’s sole expense, to procure, operate, maintain and manage (or cause its Affiliates to procure, operate, maintain and manage) such hardware, software, equipment and communications services and lines as may be reasonably necessary for Partner and each Affiliate to access and receive the Services (and, to the extent that the parties agree that RateGain will provide such communications services and lines, to pay RateGain for the same as agreed); and (c) at Partner’s sole expense, to operate and maintain a Partner test system and make such system available to RateGain for its use upon RateGain’s request consistent with the testing plan communicated by RateGain.

10.2. Modifications and Enhancements: Partner reserves the right to modify or enhance the services and related processes and procedures after consultation with RateGain, provided that no such modification or enhancement affects the functionality of the services in a material adverse manner.

10.3. Accuracy of Data: Partner will cause all Partner and Affiliate information provided by Partner or Affiliates to RateGain to be complete, accurate, and current, and in the form and format reasonably required by RateGain.

10.4. Outsourced Providers: Partner will provide to RateGain a confidentiality Terms in a form reasonably satisfactory to RateGain from each third-party engaged by Partner or an Affiliate to access the Services on its behalf (an “Outsourced Provider”) prior to RateGain consulting with, or providing specifications or other RateGain confidential information to, such Outsourced Provider as necessary for Partner or its Affiliates to provide the services. Partner agrees to cause any Outsourced Provider to comply with the terms and provisions of the Terms to the extent Partner’s performance pursuant to such terms and provisions requires such compliance. For the avoidance of doubt, Partner shall remain fully liable for (a) any breach of the terms and provisions of the Terms resulting from an act or omission of an Outsourced Provider, and (b) any other act or omission of any Outsourced Provider as it relates to Partner’s access to the Services. In no event shall any Outsourced Provider have any right to receive the Services or any right of independent access to the Services pursuant to the Terms.

10.5. Network Security: Each of RateGain and Partner will, and Partner will cause its Affiliates to, maintain commercially reasonable security policies and procedures that are directed at (a) detecting, preventing and containing the infection of their systems by harmful or malicious code; (b) deterring the use of Partner’s and Affiliates’ connections to the Services by unauthorized personnel or for unauthorized purposes; and (c) deterring improper access to or use of, or loss of, data residing on RateGain’s systems by means of Partner’s and Affiliates’ connections to the Services. In addition, RateGain will comply with the requirements of the Payment Card Industry Data Security Standard (as published by the Payment Card Industry Security Standards Council from time to time) relating to the possession, storage, processing and transmission of cardholder data (as defined in the Payment Card Industry Data Security Standard) to the extent such requirements are applicable.. Partner will, upon RateGain’s request, (i) identify the individuals given access by Partner and Affiliates to RateGain’s networks and systems and notify RateGain of any changes to such group; and (ii) complete a RateGain provided network security survey. RateGain will have the right to deny access by Partner, an Affiliate or any individual to RateGain’s networks and systems due to reasonable security concerns. Partner will cause each Outsourced Provider to comply with this section, and RateGain will be entitled to exercise any of its rights under this section with respect to an Outsourced Provider.

10.6. Reservations Data Transmission: The transmission of Partner and Affiliate data between Partner’s and its Affiliates’ systems and RateGain’s systems will occur by such means as are mutually agreed by Partner and RateGain.

11. MISCELLANEOUS

11.1. Status of Parties: The Terms does not constitute a partnership, joint venture, or similar arrangement between the parties. Neither party, nor any of their respective directors, officers, employees or agents, is authorized to bind the other party or otherwise act in the name of or on behalf of the other. Nothing herein shall be construed to give any person or entity other than RateGain and Partner any legal or equitable right, remedy or claim in connection with or arising from either party’s performance hereunder.

(a) Except as expressly stated otherwise in the Terms, all amounts payable hereunder (i) are due within thirty (30) days of the date

11.2. Assignment: The Terms is not assignable by RateGain or Partner without the prior written consent of the other party, and such consent may not be unreasonably conditioned, withheld or delayed. Notwithstanding the foregoing, either party may assign the Terms without consent to a party engaged in a merger with, an acquisition of, or the purchase of all or substantially all of the assets of, the assigning party, provided the assignee unconditionally assumes the same in writing. RateGain may assign the Terms or any element thereof to any of its subsidiaries or affiliates without Partner’s consent. Any assignment in violation of this section is void and unenforceable.

11.3. Entire Terms; Controlling Language: This Terms and its attachments constitute the entire Terms between RateGain and Partner with respect to the subject matter thereof and supersedes and replaces any and all other Termss and representations, verbal or written, with respect thereto. There are no representations, warranties or Termss made or relied upon by either party with respect to the subject matter of the Terms that are not set forth therein. The Terms may not be amended or modified other than by a written Terms executed by Partner and RateGain. English is the controlling language with respect to the Terms. Any translation of the Terms into another language is for convenience only and no such translation will be binding against the parties hereto. In the event of any conflict or inconsistency between the terms and provisions of this Terms and any appendices, schedules, exhibits, or other attachments hereto, the terms and provisions of this Terms shall prevail. The appendices, schedules, exhibits, or other attachments shall be deemed subordinate to the terms of this Terms to the extent of such conflict or inconsistency.

These Terms are entered into by and between RateGain and the Partner accepting these Terms.

11.4. Successors and Assigns: The Terms is binding upon and inures to the benefit of the legal representatives, successors and duly authorized assigns of each party.

11.5. Execution; Retention: Any element of the Terms may be executed in counterparts, each of which when executed will be deemed to be an original and all of which taken together will constitute one and the same instrument. A signature delivered by facsimile or electronic transmission will be effective to bind the executing party. Any element of the Terms may be retained or stored by either party solely in an electronic format, and any reproduction thereof by reliable means from an electronic format will be deemed an original.

11.6. Waiver: Except as otherwise provided in the Terms, the failure of a party to exercise any of its rights or to enforce any of the provisions of the Terms on any occasion will not be a waiver of such right or provision, nor affect the right of such party thereafter to enforce such right or provision.

SMART DISTRIBUTION CONNECTIVITY SCHEDULE

This Smart Distribution Connectivity Schedule (“Schedule”) is incorporated into and a part of the Terms. Each Party shall be individually referred to as per their respective names aforementioned and/or ‘Party’ and collectively as ‘Parties’.

These online terms and conditions ("Terms") govern the onboarding, access to and use of RateGain's Smart Distribution Supply Partner

Definitions

In this Schedule, the following words and expressions shall have the meanings set out opposite them:

• Accommodation: Refers to the hotel room(s), apartment(s), villa(s), and any other form of accommodation owned and/or managed by the Partner.
• Beginning of the Services: The date of which the services will start to be provided by Partner to Smart Distribution.
• Booking: Denotes the End User’s acceptance of a Booking in relation to Accommodation.
• Booking Conditions: Signifies the Partner’s terms and conditions for End User as notified to the agent via the agent XML Link.
• Commission: Amount that RateGain can retain as incentive for selling the Accommodation.
• End User: Refers to an end user making a Booking for Accommodation.
• Distributors: Refers to companies acting as distributors, retail agencies or travel agencies, who shall procure bookings for the Accommodation from End Users.
• Net Price: Refers to the amount of the Booking after having discounted the Commission to the Selling Price.
• Selling Price: denotes the total amount (inclusive of GST/VAT) charged to an End User by the Distributors on behalf of the Partner for the use of the Accommodation.

All capitalized terms used in this Terms but not defined herein have the meanings set forth elsewhere in this Terms: 'Affiliate' means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Party. 1.2. 'Effective Date' means the date from which the service delivery begins, or the go live date, as applicable

Clauses

1. Appointment

The Partner hereby designates RateGain as its global, non-exclusive agent for procuring Bookings related to the Accommodation through its Distributors. RateGain accepts this appointment, subject to the terms and conditions outlined in this Schedule.

documentation, and any updates or fixes to any of the foregoing, as provided by RateGain at its discretion including any services that may be availed as per mutual Terms between the parties. 1.4. 'Term' means the period beginning on the Effective Date and ending as per the applicable provisions of the Terms. 1.5. 'Terms' means and includes Terms and all Schedules/Annexure/Appendix/Exhibit and Addendums/Amendments as may be

2. Partner obligations

The Partner shall:

2.1. Honor all Bookings made through RateGain and coming from RateGain’s Distributors.

2.2. Comply with the Booking Conditions.

2.3. Ensure that all pricing, content, and information related to the Accommodation is accurate, up-to-date, and not misleading.

2.4. Pass all communications regarding rates and inventory to RateGain through the RateGain XML link or RateGain extranet, including stop-sale notifications or as mutually decided by the parties.

2.5. Treat End Users who have booked through RateGain or RateGain’s Distributors no differently than end users who have booked through the Partner’s own distribution channels. This includes handling overbookings, allocating room types, and providing customer services.

2.6. Provide the most favoured nation rates to RateGain, so the Selling Price/Net Rate is the most competitive in the market..

2.7. Warrant that it has the right and authority to enter into this Schedule and distribute the Accommodation to RateGain for onward 3.2. distribution to end users. The Partner further warrants that there are no material or legal obstacles preventing the fulfillment of its obligations as Partner.

2.8. Collect payment for Bookings from RateGain, upon the terms in 4.2.

2.9. The Partner shall not do a direct Terms with any of the Distributors, which are acquired and onboarded by RateGain for the purpose of Smart Distribution for the Partner, for at least one year after termination of this Schedule.

(a) Except as expressly stated otherwise in the Terms, all amounts payable hereunder (i) are due within thirty (30) days of the date of receipt of each billing statement therefor; Partner. (b) RateGain will notify Partner in writing, within thirty (30) business days of receipt of a billing statement, of any good faith dispute concerning such statement.

3. RateGain obligations

RateGain shall:

3.1. Facilitate End Users’ engagement in Bookings through its Distributors.

3.2. Ensure that End Users acknowledge and accept the Booking Conditions before finalizing a Booking, with clear reference to the Partner in all relevant documentation issued to End Users.

4. TERM AND TERMINATION

4. Price, payment and invoice

4.1 As part of the consideration for the services rendered under this Schedule the Partner shall:

(a) remit to RateGain a commission of 15% of the Selling Price (inclusive of applicable GST/VAT) for the marketing and distribution of the Products under the B2C distribution model.

(b) [remit to RateGain a commission of 20% of the Selling Price (inclusive of applicable GST/VAT) for the marketing and distribution of the Products under the B2B distribution model] OR [provide net rates for the Accommodation to RateGain under the B2B distribution model]

4.2 All Bookings made under this Schedule shall be settled via bank transfer. The Partner shall raise a monthly invoice for all check-ins in the immediately preceding calendar month, for the Net Price payable by RateGain to the Partner. For the avoidance of doubt, no separate commission payment shall be payable by the Partner to RateGain. RateGain shall retain its applicable commission at the time of booking settlement and shall remit only the Net Price to the Partner.

4.3 The Partner bears the responsibility for calculating and remitting GST/VAT on the Selling Price to the relevant tax authorities within the Partner’s tax jurisdiction. Additionally, the Partner shall issue GST/VAT invoices to End Users as required by applicable law.

4.4 Any deductions (including GST/VAT, withholding taxes, duties, or other charges) mandated by law or regulation shall not impact the Commission payable to RateGain.

4.5 All invoices for fees will be charged in either of the following currencies finalized mutually between the Parties: [AED/ INR/ USD/ GBP/ EUR/THB/IDR].

4.6 Despite the payment of Accommodation by RateGain, the Partner acknowledges that RateGain and Distributor act solely as intermediaries and will not assume any hotelier obligations.

4.7 All bank charges and costs of transmitting payment shall be borne by respective party, including intermediary bank charges, where applied. Partner shall only cover charges made by its own bank. RateGain shall pay all invoices in the same currency specified in the relevant invoice. Only foreign exchange loss arising from RateGain setting invoices in currency other than invoice currency, shall be fully borne by RateGain.

5. Changes to accommodation/bookings

5.1. The Partner shall refrain from making significant alterations to the Accommodation within 30 days before the End User’s arrival, except in cases of Force Majeure. Any changes to the Accommodation must be formally communicated to RateGain in writing. RateGain may, at their discretion, notify the Distributor of such alterations.

5.2. If the Partner cancels or significantly alters a Booking for reasons other than Force Majeure (e.g., downgrading the accommodation category), the Partner shall promptly inform RateGain and make alternative arrangements for the End User, ensuring a similar or higher standard. End User shall have the option to cancel the Bookings for a full refund or accept the alternative arrangements. Importantly, any such cancellation or significant alteration shall not impact the Commission payable to RateGain by the Partner.

5.3. In cases where the Partner cancels a Booking due to Force Majeure, the Partner shall refund the full amount of the Booking to the End User via the RateGain’s Distributor.

5.4. The Partner may not charge RateGain for name changes or applying other changes to Bookings.

5.5. If the pricing information provided by the Partner is inaccurate, the Partner shall bear the cost of any increased price of the Booking.

5.6. In situations involving operational or technical issues (including technical errors, duplicate or test bookings), RateGain and its Distributors retain the right to cancel free of charge any Booking within 24 hours.

6. Complaints

6.1. The Partner hereby grants Distributors the authority to engage directly with End Users regarding any complaints.

6.2. RateGain shall promptly notify the Partner of any complaints received from End Users, and the Partner shall collaborate in good faith with RateGain to address and respond to the End Users within a period of 21 days.

7. Miscellaneous

7.1. The Parties acknowledge that RateGain, at its sole discretion, may reach out to the Partner for participation in promotional campaigns, including but not limited to member-exclusive discounts, opaque rate promotions, and other targeted marketing initiatives. Participation in such campaigns shall be subject to mutual consent and may be governed by separate commercial terms as agreed between the Parties from time to time.

7.2. This Schedule, shall for all purposes, be read in conjunction with and as part of the Terms. All terms and expressions used in this Schedule, unless specifically defined, shall have the same meaning as assigned to them in the Terms.

7.3. All the terms and conditions of the Terms that are not specifically amended under this Schedule shall stand unaltered and continue to remain operational and apply to the respective Parties and shall remain in full force and effect.

7.4. This Schedule shall be treated as part of the Terms and shall for all purposes be read in conjunction with and as a part of the Terms. However, in the event of a conflict between the terms and conditions of this Schedule and those contained in the Terms the terms and conditions of this Schedule, pertaining to the matters set forth herein, shall prevail.

7.5. This Schedule is limited specifically to the matters set forth herein and does not constitute directly or by implication an amendment/waiver of any other provisions of the Terms, unless specifically mentioned herein.

8. Any notice required to be sent under the Terms shall be given through Email to: help@rategain.com.