Partnership terms of service

Name of accommodation facility:
Company name (legal entity):
Address (legal entity):
Have agreed as follows:
and you,
Contact person:
Accommodation facility
Between:
3. Date:
1. Commission percentage
2. Performance and compliance with conditions
Limontera doo, Ivana Šibla 15, 10000 Zagreb, Hrvatska. OIB: 99717839736
Your Partnership Agreement with Limontera doo for the provision of accommodation
Commission percentage – 5%
The contract enters into force only after approval and confirmation by Limontera doo.
6. INDEMNIFICATION AND LIABILITY
5. REPRESENTATIONS AND WARRANTIES
7. TERM, TERMINATION AND SUSPENSION OF THE CONTRACT
8. DOCUMENTS AND RECORDS
3. LICENSE AND DATA
4. SEARCH RANKING, GUEST REVIEWS, MARKETING AND PAYMENT INTERMEDIATION SERVICE
2. OBLIGATIONS OF THE ACCOMMODATION ESTABLISHMENT
1. DEFINITIONS
9. CONFIDENTIALITY AND INFORMATION SHARING
10. DISPUTE RESOLUTION
11. COMPLIANCE WITH REGULATIONS
12. MISCELLANEOUS PROVISIONS
ANNEXES
B: FOR ACCOMMODATIONS THAT HAVE SIGNED AN ACCOUNT LINK AGREEMENT WITH A PAYMENT
ADMINISTRATOR THROUGH THE PLATFORM
4.3 (Online) marketing and pay-per-click advertising
6.1 Mutual indemnity obligation
6.2 Protection against accommodation liability
6.3 Limitation of liability
2.3 Commission
2.9 Messaging service 2.10 Force
majeure
2.7 Payment Cards
2.8 Data Use and Online Services of Limontera doo
2.2 Parity
10.1 Governing law and competent court
10.3 Mediation
2.4 Payments to Limontera doo
2.6 Exceeding booking capacity and booking cancellation
4.1 Positioning in search results
4.4 Payment intermediary service
2.1 Information about the accommodation facility
2.5 Reservation, Guest Reservation, Complaints
Contents
General delivery conditions
1 – INSTRUCTIONS RELATING TO THE PROTECTION OF PERSONAL DATA
2 – SECURITY AND PERSONAL DATA BREACHES
10.2 Internal complaint handling system
4.2 Guest reviews
3 – PAYMENT TRANSMISSION TERMS
A: FOR ALL TRANSACTIONS EXCEPT THOSE COVERED BY ANNEX 3B OR 3C
C: FOR ALL TRANSACTIONS WITHIN THE USA EXCEPT FOR TRANSACTIONS WHICH
APPENDIX 3B 4 APPLIES TO – SEARCH RESULTS POSITIONING
1. DEFINITIONS
General delivery conditions
„Payment Processing“ means payment methods that Limontera d.o.o. may make available from time to time and in certain jurisdictions.
„Connection Services“ means services provided to the Accommodation by the Connection Provider that enable the transfer of Accommodation Information and
Customer Data between the Accommodation’s computer systems and the Jadranholiday.com platform via
„Messaging Service “ means a service that Limontera doo may provide from time to time as part of its service to the Guest and the Accommodation to facilitate
communication between the Guest, the Accommodation and Limontera doo.
“Intellectual Property” means any (or, where applicable, any application for) patents, copyrights, inventions, database rights, design rights, registered designs,
trade marks, trade names, brands, logos, service marks, know-how, utility models, unregistered designs, trade or business names, domain names (with any suffix,
e.g. .com, .nl, .fr., .eu etc.) or other similar rights or obligations, whether registered or unregistered, or other industrial or intellectual property rights subsisting in any
territory or jurisdiction in the world.
These general terms and conditions of delivery, including the Annexes (“ Terms”), supplemented by standards setting out the ethical standards and values of Limontera
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party during the term of the Agreement, including its directors,
officers, and employees.
„Extranet“ means the online systems of Limontera doo, which can be accessed by the Accommodation (after entering its
“Personal data” means any information relating to an identified or identifiable natural person (which means a person who can be identified, directly or indirectly, by
reference to an identifier such as a name, payment card details, 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).
“Force Majeure Event” means any of the following events affecting multiple Guests and multiple Accommodation Facilities: natural disaster, volcanic eruptions,
(natural) disasters, fires, war (acts of war), acts of hostility or any local or national emergency, invasion, compliance with any instruction or request of any national, provincial,
port or other public authority, government regulation or intervention, military intervention, civil war or terrorism, (biological, chemical or nuclear) explosion, insurrection,
riot, insurgent strike, civil commotion (or a serious or actual threat or reasonable apprehension of any such event), traffic restrictions, airport closures or any other
truly exceptional and catastrophic event, circumstance or emergency due to which the Guest is prevented or rendered unable to travel to or stay at the
Accommodation Facility.
„Accommodation Information“ means information that the Accommodation provides for the purpose of inclusion in the Platform and that relates to it,
“Direct Debit” means an instruction given by the Accommodation to its bank to authorize Limontera doo to withdraw the relevant amount under this Agreement directly from
the Accommodation’s bank account.
5 – WORDING FOR COUNTRIES WITH A WIDE PARITY
Ltd.
are Australia, Brazil, China, all countries of the European Economic Area (except countries without parity), Georgia,
„Accommodation establishment“ means a legal entity (legal or natural person) and, where different, an accommodation establishment (within the meaning of
“Data Controller” means the natural or legal person who, either alone or jointly with others, decides on the purposes and means of the processing of Personal
Data, or any similar concept (e.g. “undertaking”) within the framework of the Technology and Personal Data Legislation.
processed for and on behalf of the Accommodation Facility.
Connection provider.
Guests on the Platform for payment (in advance/deposit) of the Room Price and for the purpose of payment of the Commission to Limontera doo by the Accommodation Facility (if applicable)
1.1 In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement unless otherwise specified:
„Platform“ means the website, application, tools, and/or platform of Limontera doo and its Affiliates and business partners on or through which the Service is made
available.
“Connection Provider” means a professional software and service provider that offers Connection Services to Accommodations and that has entered into a valid and
ongoing Connection Partnership Agreement with Limontera doo.
doo, form an integral part of the Accommodation Agreement (together with the Terms and Conditions hereinafter referred to as the „Agreement“), which was
concluded between the Accommodation and Limontera doo (individually referred to as a „Party“ and jointly as the „Parties“).
username and password) for the purposes of uploading, changing, verifying, updating and/or adding to Accommodation and Reservation Information.
„Promoted online or offered online“ means promoted or offered online to the general public by any means, including mobile applications. This definition does not
include communications via email, SMS, and instant messaging that are not intended for the general public.
“European Economic Area” means the Member States of the European Union, as well as Norway, Iceland and Liechtenstein (as amended by the relevant management
authority).
including images, photographs and descriptions, its facilities, services and available rooms that can be booked, details of prices (including all applicable Taxes, unless
otherwise provided by applicable mandatory legislation, and surcharges) and availability, cancellation and no-show policies, as well as other terms and conditions and
restrictions.
data.
„accommodation“), in connection with which the legal entity concludes a contract and to which these Terms and Conditions apply.
“Financial Crime Requirements ” means the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the Criminal Finances Act 2017 and other similar relevant
legislation, statutes, regulations, treaties or codes relating to combating bribery, tax evasion/facilitation, corruption, financing of terrorism and financial crime applicable in
the countries in which any Party does business.
„
relevant), on the basis of which (subject to availability) bank transfers, credit card payments or other forms of online payments can be made and
opposite intention:
“Customer Data” means arrival and departure dates, number of nights booked, room type (including smoking preference, if available), Room Rate, Guest name, address
and, where applicable, payment card details and any other special requests made by the Guest.
Hong Kong, Israel, South Korea, Switzerland, Turkey, United Kingdom, New Zealand and/or other jurisdictions as determined by Limontera from time to time
“Non-Parity Countries” are Austria, Belgium, France, Germany, Italy, Russia and/or other jurisdictions as determined by Limontera doo from time to time.
“Guest” means a visitor to the Platform or a customer or guest of an Accommodation Facility.
„Narrow parity countries
2.1 Information about the accommodation facility
„Unpublished“ means not published online.
2.2 Parity
„Service“ means the online hotel reservation system of Limontera doo, through which Accommodations can make their rooms available for booking and through which
Guests can make reservations at such Accommodations, promote the Accommodation, the Payment Intermediation Service and the Messaging Service.
(iii) – which are undisclosed, provided that these room rates are not offered online.
(ii) offered through offline channels that do not involve the use of the Internet (for example, reservations made in person at the reception of the Accommodation, by
telephone at the Accommodation or in a brick-and-mortar travel agency), provided that the Room Rates are not Published online or
via an extranet, a Connection Provider (as appropriate and available) or such other means as Limontera doo may from time to time
purposes) applicable to one or both Parties, and all legislation ratifying, implementing, adopting, supplementing, amending or
2.1.3 Information provided by the Accommodation on the Platform shall remain the exclusive property of the Accommodation. Information provided by the Accommodation
may be edited or modified by Limontera doo and subsequently translated into other languages. Translations shall remain the exclusive property of Limontera doo. The
edited and translated content shall be for the exclusive use of Limontera doo on the Platforms and the Accommodation may not use it (in any way or form) in any other
distribution or sales channels or for any other purpose. Changes or updates to the Accommodation’s descriptive information are not permitted without obtaining prior
written approval from Limontera doo.
(i) offered through any online booking service that is not directly or indirectly controlled by the accommodation facility or
and the protection and use of information and data (including, but not limited to, rules regarding information security, processing of Personal Data, protection
2.1.1 Accommodation Information must comply with the formats and standards provided by Limontera doo. Accommodation Information must not contain references or
links to the Accommodation or third parties, including telephone or fax numbers, email address (including Skype or similar programs), social networks, website, application
or platform. Limontera doo reserves the right to edit or exclude information that is incorrect or incomplete, or violates this Agreement.
„Published online“ means made available online to the general public by any means, including mobile applications. In the case of prices, publication includes displaying
prices or sufficient detail to enable the consumer to calculate prices (e.g. xx% discount, yy EUR discount).
2.2.2 The Accommodation agrees to provide a certain availability of all rooms and room types on each calendar day (subject to availability) and is encouraged to
provide Limontera doo with fair access to all rooms and room types (including various applicable conditions and restrictions) and prices available during the term of the
Agreement, including during periods of high and low demand, including periods of trade fairs, congresses and special events.
“Taxes” means VAT, sales tax and other applicable national, governmental, provincial, state, municipal or local taxes, fees, (surcharges) and/or levies.
„
2.2.3 The Parties acknowledge that the purpose of clauses 2.2.1 and 2.2.2 is to ensure that the prices and conditions published on the Platform are competitive, that Guests
benefit from lower search costs, and to prevent the Accommodation Facility from abusing the significant investments made by Limontera doo.
“Broad parity countries” are all countries except Narrow parity countries and Non-parity countries.
2.2.1 The Accommodation will provide Limontera doo with the same or
better prices for stays in the same Accommodation, same room type, same dates, same bed type, for the same number of guests, with the same or better amenities and
additional services (e.g. free breakfast, Wi-Fi, early check-in/late check-out) and the same or better restrictions and conditions, such as the conditions regarding changes
and cancellations of the reservation.
“System” means the (XML) system that Accommodations can access and manage the administration (including prices, booking conditions, etc.)
replace such legislation.
time to determine.
2.1.4 The Accommodation Facility may not abuse the service and system of Limontera doo by uploading or using unreasonable or extortionate prices or conditions, or in
any way act with the intention or effect of „free riding“ of Limontera doo’s significant investments in the Platform and/or the Jadranholiday.com brand.
Offered online; or
2.1.2 The Accommodation represents and agrees that the Accommodation Information will always be true, accurate and not misleading. The Accommodation is
responsible for the correct and up-to-date presentation of the Accommodation Information, including additional room availability during certain periods or in the event of
any exceptional events or situations (e.g. during renovation or construction at or near the Accommodation). The Accommodation will update the Accommodation Information
daily (or more frequently as necessary) directly online via the extranet, via the Link Provider (as relevant and available) or in such other manner as Limontera doo may
determine from time to time. Changes, updates and/or additions to the photographs and descriptions will be processed by Limontera doo as soon as reasonably possible.
„Room Price“ means the total price of the reservation, including all applicable Taxes, additional fees and charges for additional services provided or included prior to arrival
(e.g. breakfast), as set by the Accommodation or sent to Limontera doo.
privacy, use of device-related information, operation of digital marketplaces and platforms, and use of information for marketing purposes
the chain (whether integrated or not) to which this Accommodation belongs;
2.2.1 Price and condition parity does not apply to prices and conditions:
“Technology and Personal Data Laws ” means any applicable laws relating to the provision of digital services.
2.2.2 Points 2.2.1 and 2.2.2 do not apply to Accommodation Facilities (with the meaning of “accommodation”) located in Countries with wide parity. In this
„Price and conditions parity“, which means that the Accommodation offers the same
Accommodation facilities on the Platform.
1.2 Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.
2.2.2 Limontera doo may provide, at its own expense, an incentive payment with respect to the Room Price. In such a case, Limontera doo will pay a certain portion of the
Room Price for the Guest.
2. OBLIGATIONS OF THE ACCOMMODATION ESTABLISHMENT
(ii) notice from Limontera doo.
2.4 Payments to Limontera doo
(ii) charged cancellation of the reservation and/or charged no-show of the guest for the stay.
2.4.1 The Commission will be invoiced and paid the following calendar month after the Guest’s (planned) departure date, except in the following cases:
(i) exceeding the booking capacity: always, regardless of the waiver (successful or unsuccessful billing) of the Room Price; and/or
(i) the amendment or entry into force of any relevant law, rule or legislation applicable to such Accommodation, and
(iii) the number of rooms reserved by the guest and
(i) the number of nights the Guest stays in the Accommodation Facility;
2.4.4 In the event of a dispute between Limontera doo and the Accommodation (e.g. in relation to the amount of the Commission), the Accommodation must
2.3.1 The Total Booking Commission is equal to the multiple of:
2.3.3 The Accommodation shall notify Limontera doo of the waiver of any payment or fee (per room) in the event of a no-show or cancellation of the reservation and shall notify any invalid payment method
for a no-show or cancellation of the reservation within 48 hours after midnight on the scheduled departure date, Limontera doo shall inform the Guest and the Accommodation shall promptly process
a refund to the Guest (as applicable).
(i) The Accommodation has agreed to waive the Room Price in accordance with Section 2.3.4; or
If the Accommodation is forced to make such a deduction or withholding, it shall pay Limontera doo any additional amounts to ensure that Limontera doo receives the full (net) amount stated on the invoice
that Limontera doo would have received without the deduction. The Accommodation shall be responsible and liable for the payment of any Taxes, import duties, customs duties and withholdings charged
in excess of the full (net) payment of the Commission due by the Accommodation to Limontera doo;
2.3.4 The Accommodation is responsible for informing Limontera doo of the applicable Taxes (unless otherwise provided by applicable mandatory law), fees, surcharges and levies (and any changes
thereto) that will be charged to the Guest by the Accommodation upon booking for prepaid reservations or upon departure for refundable reservations. Unless otherwise agreed by Limontera doo or
otherwise permitted by applicable law, the price displayed by the Guest on the Platform will include Taxes.
(ii) a free cancellation of the reservation was made through the Jadranholiday.com platform in accordance with the cancellation conditions of the Accommodation Facility.
(v) The Commission invoiced by Limontera doo shall be paid by the Accommodation in the relevant currency (and, where applicable, with the exchange rate) as specified on the invoice. Limontera
doo may, at its sole discretion, prepare invoices in either the main currency (e.g. EUR or USD) or in the local currency of the Accommodation. The exchange rate used shall be the interbank rate
(closing rate at 4:00 p.m. EST) on the last day of the month to which the billing period relates, as used or declared by international financial banks or service providers selected by Limontera doo from time
to time.
2.4.3 The Accommodation is responsible for withholding and reporting all Taxes due in relation to the Commission in accordance with the applicable tax regulations and practices and requirements of the
tax authorities. The Accommodation shall bear and be liable for the payment and remittance of the Taxes relating to the Commission and any related interest and late payment penalties imposed by
the tax authority for failure to pay and report the Taxes relating to the Commission. If required, the Accommodation shall be solely responsible for negotiating and agreeing with the relevant
tax authority the tax treatment of the Commission and any other payments. The Accommodation shall provide Limontera doo with copies of tax receipts/tax exemption certificates for each payment of the
Commission, upon request of Limontera doo.
2.3 Commission
After the end of each month, Limontera doo will use its best efforts to promptly make available to the Accommodation on the extranet an online booking statement (“Online Booking Statement”),
which will list the bookings of all Guests whose departure date from the accommodation fell within the previous month.
Limontera doo may occasionally settle an invoice (in whole or in part) in accordance with Clause 4.4. Other means of payment (such as cheque or use of payment agencies) cannot be processed
by Limontera doo and will therefore not be accepted unless Limontera doo states otherwise. The accommodation facility shall bear all bank charges for the transfer of funds;
2.3.1 For each room reservation made by a Guest through the Platforms, the Accommodation shall pay a commission („Commission“) to Limontera doo calculated in accordance with Section
2.3.2. Payment shall be made in accordance with Section 2.4.
The commission will be calculated in accordance with the confirmed reservation as provided to the Accommodation and confirmed to the Guest by Limontera doo.
(iv) All Commission payments are made in cleared funds without any deduction or set-off for any Taxes, import duties, customs duties or withholdings of any nature, whether imposed by
governmental, taxing or other authorities now or in the future.
(iv) the applicable Commission percentage set out in the Agreement (plus Taxes and other government charges, if applicable).
(ii) The accommodation facility must pay the invoice within 14 days of its issuance;
In such case, the wording of these points shall be deleted and replaced by the relevant wording in Appendix 5. Points 2.2.1 and 2.2.2 shall not apply to Accommodation Facilities (within the meaning
of “accommodation”) located in Countries without parity.
2.3.2 The Accommodation agrees that when the Guest pays the Room Price to the Accommodation in accordance with clause 4.4 (Intermediate Payment), Limontera doosi will calculate the
Commission even in the event of a no-show or cancellation by the Guest, in accordance with the Intermediate Payment Terms (as set out in Annex 3). In all other cases, the Commission will
be charged in the event of:
2.3.6 The extranet provides details of all bookings made at the Accommodation via the Platform and the corresponding Commission.
2.3.5 If laws, rules and legislation applicable to the Accommodation require that prices displayed to the Guest include Taxes, the Accommodation will adjust the prices at the earliest opportunity,
but in any case within 5 business days of the earlier of:
2.4.2 The commission will be paid in accordance with the following conditions:
(iii) the payment will be made by the Accommodation directly to Limontera doo via Intermediary Payment (if applicable) or Direct Debit or, if Direct Debit is not available, by bank transfer to a bank
account designated by Limontera doo.
(ii) Room and nightly rates including Taxes and such other charges for additional services and surcharges that are included, added to or part of the offered price or selected or accepted by the Guest on the
Platform prior to the Guest’s arrival (such as breakfast, meals (half board or full board), bicycle rental, late check-out/early check-in fees, extra person fees, resort fees, extra beds, theater tickets, service
fees, etc.);
(i) invoices are processed monthly and will be made available to the Accommodation via the extranet; Limontera doo may also send invoices to the Accommodation by email;
2.5.7 Clause 2.5.6 does not apply to Accommodation Facilities (within the meaning of “accommodation”) located in Countries without parity.
2.6 Exceeding booking capacity and booking cancellation
(ii) act as an intermediary between the Accommodation and the Guest and
(i) offer (customer) support to the Guest;
2.5.4 The Accommodation will not charge the Guest any other transaction or administrative fees or fees for the use of any payment method (e.g. a fee for payment by credit card) than those fees,
surcharges and additional charges that are stated in the confirmed reservation sent by Limontera doo to the Guest.
2.5 Reservation, Guest Reservation, Complaints and Price Difference Settlement 2.5.1 The
Accommodation will receive a confirmation of each reservation made by a Guest through the Platform. The confirmation will contain Customer Data, which includes, but is not limited to, all Personal Data of
the Guests. Limontera doo is not responsible for the accuracy and completeness of the data (including payment card details) and dates provided by the Guests. Limontera doo is not responsible for
the payment obligations of the Guests related to their reservations. The Accommodation will regularly (at least once a day) check and confirm the status of the reservations on the extranet via its
Connection Provider (where applicable and subject to availability) or in such other manner as Limontera doo may determine from time to time. Payment card details are only stored by Limontera doo for a
limited period.
(i) finds a suitable alternative accommodation of the same or higher standard compared to the Accommodation where the Guest has a guaranteed reservation;
2.7 Payment Cards
2.7.1 This Clause 2.7 does not apply to reservations paid for through a Payment Service. Payment card details must be provided to the Accommodation in order to guarantee the reservation. The
Accommodation will always accept all major payment cards (including MasterCard, Visa and American Express) as a guarantee for the reservation. The Accommodation is responsible for verifying the
validity of this payment card details, (pre)authorizing the payment card and confirming the credit limit on the day of the booked stay. The Accommodation will verify and pre-authorize the payment
card without delay upon receipt of the reservation. If the payment card does not offer any guarantee, the Accommodation
2.5.2 By making a reservation through the Platform, a contract is concluded directly between the Accommodation and the Guest (“ Guest Reservation”). Limontera doo is not a party to this
contract. Limontera doo acts as an agent for Accommodations (meaning “accommodations”) located in France.
(iii) provide alternative accommodation of the same or better standard at the expense of the Accommodation Facility in the event of overbooking or other serious irregularity or complaint
related to the Accommodation Facility.
2.4.5 In the event of late payment to Limontera doo by the Accommodation Facility, Limontera doo reserves the right to claim statutory interest, suspend its services under the Agreement (e.g. by
temporarily withdrawing the Accommodation Facility from the Platform) and/or request Intermediary Payments, Direct Debit, a deposit, a bank guarantee or other form of financial security from the
Accommodation Facility.
Any amount payable to Limontera doo under this Clause 2.6.1 shall be paid by the Accommodation within 14 days of receipt of the invoice.
2.4.6 The Accommodation shall pay to Limontera doo a deposit equal to at least the sum of the three highest invoiced amounts for the Commission that were due or paid to Limontera doo in the previous
12 months or such other amount as may be reasonably determined by Limontera doo at its discretion and request (hereinafter referred to as the “Deposit”). The Deposit will be held by
Limontera doo as security for the Accommodation’s performance of its payment and other obligations under the Agreement. Upon termination of the Agreement, Limontera doo shall return the Deposit (or
any amount remaining after deducting the unpaid Commission, loss payments and other costs payable to Limontera doo) to the Accommodation. The remaining portion of the Deposit will be returned to
the Accommodation within 30 days after full settlement of all outstanding liabilities and obligations of the Accommodation (including payment of the unpaid Commission). In the event that the unpaid
Commission exceeds the Deposit or that the Accommodation Facility frequently fails to pay the Commission by the due date, Limontera doo may request (and the Accommodation Facility must pay)
such additional amount as Limontera doo reasonably determines. Limontera doo will monitor the (payment) behavior of the Accommodation Facility and may, at its discretion, return the Deposit to the
Accommodation Facility. The amount of the Deposit does not limit or constitute the limit of the Accommodation Facility’s liability under this Agreement. No interest will accrue on the Deposit.
2.5.6 If Limontera doo is entitled to Price and Conditions Parity or Price Parity and the Guest has made a claim under the We Will Match the Price Difference guarantee, Limontera doo will immediately notify
the Accommodation of the relevant details of such claim. The Accommodation will immediately adjust the prices available on the Platform so that the lower price is available for subsequent bookings. In
addition, the Accommodation will immediately adjust the price in the booking made by the Guest who made the claim. Upon departure of the Guest, the Accommodation will offer the room at the lower
price and either (i) settle the difference between the booked price and the lower price by charging the lower price to the Guest, or (ii) refund (in cash) the difference between the two prices to the Guest.
2.6.2 The Accommodation may not cancel any online reservation. In case of suspicion of fraudulent conduct (e.g. in connection with the reservation, credit card fraud, money laundering or payment of
the Room Price), Limontera doo may cancel the relevant reservation. In case the Payment Intermediation Service has been used, Limontera doo may withhold, suspend or cancel the transfer of any
related funds to the Accommodation or perform a chargeback of the relevant funds to the Accommodation. Limontera doo will inform the Accommodation of any action it takes under this Section 2.6.2.
2.6.3 Cancellations of reservations made by Guests before the date after which the cancellation fee is applied will not give rise to the right to Commission. Cancellations of reservations made
by Guests after this date will give rise to the right to Commission in accordance with the terms of the Agreement.
2.5.5 Complaints or claims regarding products or services provided by the Accommodation or specific requests submitted by Guests will be resolved by the Accommodation without the need for
intervention by Limontera doo. Limontera doo shall not be liable and shall have no responsibility with respect to such complaints or claims. Limontera doo may, at its sole discretion:
(ii) provide free private transportation to alternative accommodation for the Guest and other persons accompanying the Guest as listed on the Guest’s guaranteed reservation; and
pay any undisputed portion of the Commission in accordance with the terms of this Agreement regardless of the status or nature of the dispute.
(iii) pay and compensate Limontera doo and/or the Guest for all reasonable costs and expenses (e.g. costs of alternative accommodation, transportation, telephone costs) incurred by the Guest
and/or Limontera doo as a result of exceeding the booking capacity.
2.6.1 The Accommodation shall provide the Guest with the reserved rooms. If the Accommodation is unable to fulfill its obligations under the Agreement for any reason, it must immediately inform Limontera
doo via customer support (service@jadranholiday.com) according to Limontera doo’s overbooking policy as set out in the Partner Support Centre. If Limontera doo does not arrange (and the Accommodation
does not confirm) alternative accommodation, the Accommodation will make every effort to provide an alternative room of equal or better quality at its own expense. If no such room is available
upon arrival, the Accommodation:
2.5.3 The Accommodation Facility is obliged to accept the Guest as a contractual counterparty and to handle the online reservation in accordance with the Accommodation Information (including the price)
contained on the Platforms at the time of making the reservation and any additional information and wishes communicated by the Guest.
The establishment will immediately notify Limontera doo and the latter will invite the Guest to guarantee the reservation in another way. If the Guest cannot or does
not want to do so, the company
3.2 Limontera doo may sublicense, make available, communicate and offer through or in cooperation with an Affiliate and/or a Third Party Platform:
(ii) the relevant Intellectual Property of the Accommodation Facility;
(i) any cancellations or changes to the reservation made by Guests, or
2.9 Messaging service
(iii) details of the Accommodation Facility’s main contact person;
(iv) special offers made available by the Accommodation on the Platform and
(i) where applicable, adjust your data sharing preferences using the opt-out mechanism in your account settings, or if
2.8 Use of data and Online Services of Limontera doo
The amount will be charged to the credit card in the same currency as stated in the Guest’s reservation. If this is not possible, the Accommodation is entitled to charge
the Guest’s credit card in another currency with a reasonable and fair exchange rate.
2.9.3 The Accommodation shall not use the Messaging Service to send unsolicited electronic communications to any individual and shall fully indemnify Limontera doo
against any third party claims and any fines resulting from the Accommodation’s illegal or unauthorized use of the Messaging Service.
(ii) to use, reproduce, have reproduced, process, distribute, sublicense, display and exploit (including, without limitation, publicly performing, modifying, adapting,
communicating, reproducing, copying and making available to the public in any manner) the Accommodation Information.
2.7.4 When processing payment card information in connection with this Agreement, the Accommodation and its service providers will at all times comply with the
requirements, compliance criteria and validation processes set out in the current Payment Card Industry Data Security Standard issued by the major
payment card companies.
2.10 Force majeure
3.3 Limontera doo may display any/all content of the Platform on third party platforms and websites. If Limontera doo is required to share Personal Data of Guests and
other data of the Accommodation with third parties, which is not necessary for the proper functioning of the Platform, the Accommodation may:
2.9.1 From time to time, as part of its service to the Guest and the Accommodation, Limontera doo may facilitate communications between the Guest, the Accommodation
and Limontera doo (“Messaging Service ”). Limontera doo may process (including any storage, receipt, access, inspection and review) communications sent via the
Messaging Service (“Communication”) for the purposes of providing the Service to the Guest and the Accommodation.
2.7.2 If the Accommodation accepts payment by credit card before the date of arrival, it must ensure that the terms of prepayment, including any price restrictions and
general terms and conditions related to such prepayment, are clearly explained to the Guest in the Accommodation Information.
(v) all other rights and licenses set forth in the Agreement.
2.7.3 The Accommodation Facility is responsible for charging the Guest the price of the stay, the fee for no-show or charged cancellation of the reservation, including
the applicable Taxes, for which the Accommodation Facility will be responsible and will transfer them to the relevant tax authorities.
2.9.2 The Accommodation understands and agrees that Limontera doo will process (including storing, receiving, accessing, reviewing and verifying) the
Communication and warrants that it has informed (and, in accordance with any requirements of applicable law, obtained all necessary permissions from) its employees,
agents, representatives, workers and other persons before they use the Messaging Service for or on behalf of the Accommodation.
3.1 The Accommodation grants Limontera doo a non-exclusive, royalty-free and worldwide right and license (or sub-license, as applicable):
(i) to use, reproduce, have reproduced, distribute, sublicense, disclose, make available the Accommodation Intellectual Property that has been provided to Limontera
doo under this Agreement and that are necessary for Limontera doo to exercise its rights and fulfill its obligations under this Agreement, and
Limontera doo shall not be liable to the Accommodation for any acts or omissions of any Third Party Platform.
2.8.1 The Parties shall comply with Annexes 1 (Privacy Guidelines) and 2 (Security and Personal Data Breaches) in relation to the processing of Confidential
Data and Personal Data under this Agreement.
(ii) the portion of the reservation that was not used due to a Force Majeure Event.
Limontera doo may cancel a reservation at the request of the Accommodation. If the payment card (or any other guarantee provided by the Guest) is not effective or valid
for any reason, the risk will always be borne by the Accommodation. No Commission will be paid for Reservations cancelled by Limontera doo in accordance with this
Clause 2.7.1.
2.8.2 Notwithstanding any contrary provisions in that Agreement, the Accommodation undertakes to comply with and ensure that individuals acting on its behalf comply with the Terms of Use
of the Limontera doo Business Partner Account, which are made available on the Platform.
2.10.2 In the event of reasonable and justified doubt, the Accommodation shall be entitled to request the Guest to provide reasonable evidence of a causal link
between the Force Majeure Event and the cancellation, no-show or change of reservation. The Accommodation shall provide Limontera doo with a copy of such
evidence upon request. In order for Limontera doo to record any cancellation, no-show or change of reservation caused by a Force Majeure Event, the
Accommodation shall inform Limontera doo of the actual number of nights stayed within two business days after the date of the Guest’s scheduled departure from the
accommodation in the event of a no-show or cancellation of the reservation or departure from the accommodation. Limontera doo shall not charge any Commission
in respect of the part of the reservation that was not used due to the Force Majeure Event.
2.10.1 In the event of a Force Majeure Event, the Accommodation will not charge and, where applicable, will refund to the Guest affected by the Force Majeure Event
any fee, cost, expense or other amount (including the price (non-refundable) or no-show and (change) and cancellation fees) in the event of:
(i) Accommodation information;
2.7.5 In the event that rooms are offered exclusively for cash payment, Limontera doo will not provide any payment card details to the Accommodation Facility as
a guarantee for the reservation.
3. LICENSE AND DATA
4. SEARCH RANKING, GUEST REVIEWS, MARKETING AND PAYMENT INTERMEDIATION SERVICE
(iii) personal or sensitive data (e.g. emails, addresses, phone numbers or payment card details);
The Accommodation may access the data referred to in Section 3.4, letter i) via the extranet. 3.5 The data that
Limontera doo collects in relation to the Guest depends on the context of the Guest’s interaction with Limontera doo, the choices made by the Guest and the
products, services and features used. The data may include booking details, payment details, account details, customer support details, reviews, guest marketing
and analytics data and product usage data. The Accommodation may access this data (if necessary and in the case of using data and analytics in
aggregate form) via the extranet.
3.7 Information on how Limontera doo collects, uses, shares or otherwise processes Personal Data can be found in the privacy statements, as
amended, on the Platform.
4.4 Payment intermediary service
4.3.2 The Accommodation is aware of the way search engines work (e.g. web crawlers and URL ordering). If the Accommodation becomes aware of conduct by a
third party platform that infringes its Intellectual Property Rights, it will notify Limontera doo in writing of the details of such conduct and Limontera doo will
use commercially reasonable efforts to ensure that the relevant third party takes steps to remedy the infringement.
(i) Personal data, contact data, financial data, partner service data, partner marketing and
(vi) hosting, technical support, overall maintenance and maintaining the security of such shared data; and
(i) politically sensitive comments;
4.3 (Online) marketing and pay-per-click advertising
(iv) analytical and product improvement purposes;
4.2.1 Guests who have stayed at the Accommodation will be asked by Limontera doo to express their opinion on their stay and provide a rating of certain aspects of
their stay. Limontera doo may publish these ratings on the Platform. Limontera doo is a distributor and not a publisher of these ratings. Limontera doo has no
obligation to verify the accuracy or completeness of the ratings and bears no responsibility for the content and consequences of the publication or
dissemination of the ratings.
no mechanism for expressing disagreement is available
(ii) providing customer support;
4.1.1 Limontera doo strives to display search results that are relevant to each specific Guest by providing a customized default placement of Accommodations in the search results on
the Platform. The main parameters determining the position and the reasons for the relative importance of these main parameters compared to other parameters are set out in Annex 4 and
on the Platform.
4.2.3 The Accommodation shall not directly or indirectly manipulate or attempt to manipulate Guest Reviews (for example, by paying for positive reviews or
posting false reviews of competing properties). Any breach of this Section 4.2.3 shall be grounds for termination under Section 7.3, paragraph xi) of the Agreement.
(iv) other websites;
3.6 Limontera doo has access to the data mentioned in Sections 3.4 and 3.5 for purposes including, but not limited to:
(vii) ensuring compliance with applicable laws.
(ii) verification data, information on insolvency, fraud detection, law enforcement and tax authority requests, and data and analytical information on
product usage.
(ii) illegal activities;
4.3.3 The Accommodation agrees not to use, directly or indirectly, the brand/logo of Limontera doo (including the trade name, trademark, service mark or
other similar indication of the identity of the source) for price comparison purposes or for any other purposes, whether on the Accommodation Platform or
on any third party platform, system or search engine or other tool, unless previously agreed to in writing by Limontera doo. The Accommodation may not
directly or indirectly use or create any pay-per-click advertisements on metasearch or other search pages, the advertisement of which (re)directs to the
homepage of the relevant Accommodation on the Platform where the Accommodation is promoted or supported. The Accommodation may offer or use the brand of
Limontera doo for its own online advertising and pay-per-click advertising.
4.2.2 Limontera doo may, at its sole discretion, refuse, edit or remove reviews if they contain or relate to anything that Limontera doo reasonably considers
to be inappropriate and/or offensive, including but not limited to:
(ii) contact Limontera doo at info@jadranholiday.com and, if required by applicable Technology and Data Laws, request that changes to data sharing
preferences be made. 3.4 The data that Limontera doo collects in connection with
the Accommodation (including its staff members, agents, representatives and other persons) or that is generated by the Accommodation’s use of the
Platform depends on the context of the business relationship and interaction with Limontera doo, the choices made by it and the products, services and features it
uses. The data may include:
(v) marketing and service information;
4.3.1 Limontera doo carries out online marketing campaigns at its own expense and at its own discretion and may promote the Accommodation
using the name of the Accommodation, including email marketing and pay-per-click advertising.
4.2 Guest reviews
(iii) detecting, preventing and investigating fraudulent and other illegal activities and data breaches;
4.2.4 Guest Reviews are for the exclusive use of Limontera doo. Limontera doo retains exclusive ownership of all rights, title and interest in any and all Intellectual Property in Guest Reviews. The
Accommodation is not entitled to use Guest Reviews directly or indirectly in any manner without the prior written consent of Limontera doo.
(v) vulgarities, sexual innuendo, hate speech, discriminatory remarks, threats, insults or references to violence.
(i) provision of services (including the execution, administration and management of reservations or payment processing);
4.1 Positioning in search results
4.4.1 The Accommodation acknowledges receipt of and agrees to the Terms and Conditions of Intermediary Payments set out in Annexes 3A, 3B and 3C
to facilitate the payment of the Room Price by the Guest to the Accommodation and the settlement of the Commission by the Accommodation to Limontera doo (if
applicable).
5.4 Limontera doo rejects and excludes any liability in connection with the Accommodation Facility relating to:
(i) any (temporary and/or partial) failure, outage, downtime, interruption or unavailability of the Platform, Service and/or Extranet, and
6.1 Mutual indemnity obligation
(i) breach of the Agreement by the other Party;
The Accommodation shall immediately notify Limontera doo of any actual or suspected breach of this Clause 5.1, paragraph (v); and
(vii) Accommodation facility:
(a) terrorists or terrorist organisations;
5.1 The Accommodation Facility represents and warrants to Limontera doo that for the duration of this Agreement:
(i) The Accommodation shall have all necessary rights, authorizations and permissions to use, operate, own (as applicable), grant (sub)licenses and enable Limontera
doo to make available on the Platform the relevant Accommodation and the related Intellectual Property Rights relating to the Accommodation as set out or
referred to in the Accommodation Information;
(iv) The Accommodation shall not, subject to the express prior written approval of Limontera doo, sell or offer for sale on the Platform any package within the meaning of
national legislation implementing, related to or substantially similar to Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November
2015 on package travel and linked travel arrangements (the “Package Travel Directive”);
(b) will not engage in or permit discrimination based on race, religion, disability or gender, or cruel or abusive practices at the Accommodation;
(ii) take all statutory steps required in connection with the execution and performance of this Agreement;
(ii) The Accommodation holds and complies with all permits, licenses and other governmental authorizations, registrations and requirements (including mandatory
reporting to authorities) necessary to conduct its business and to make the Accommodation available on the Platform for booking;
(iii) this Agreement constitutes a legally valid and binding obligation of the Party in accordance with its terms, and
Limontera doo may make changes to the Service, Platform and Extranet at any time.
(b) parties or persons subject to sanctions and/or parties or persons resident in or organized under the laws of any jurisdiction subject to sanctions throughout its
territory;
The Accommodation encourages compliance with the standards set forth in this Section 5.1, paragraph (vii) by any supplier of goods or services it uses in performing its
obligations under this Agreement.
(ii) any (or connection to any) Link Provider or Link Services that the Accommodation uses to transmit Accommodation Information.
(c) parties or persons who are guilty of and/or have entered into a plea bargain or deferred prosecution agreement in which they have admitted to having participated
in money laundering, tax evasion, financial crime, fraud, bribery or corruption.
5.2 Each Party represents and warrants to the other Party that during the term of this Agreement:
(i) has full statutory right and authority to enter into this Agreement and perform its obligations hereunder;
5.5 Limontera doo provides (and the Accommodation accepts) the Service, the Platform and the extranet on an “as is” and “as available” basis.
(v) except where the Accommodation (meaning accommodation) is located in a Country without parity (in which case this Clause 5.1, paragraph v) shall not apply), or
where the Accommodation is established in a Country with wide parity (in which case the wording of this Clause 5.1, paragraph v) shall be deleted and replaced by the relevant
wording in Annex 5), the price of the rooms advertised on the Platform shall be the same as or better than the best available price for an equivalent stay as Offered online,
Published online or otherwise made available online by the Accommodation on its own website, and the Guest shall not be able to obtain a better price by making a
reservation directly through the Accommodation’s website or application;
(c) pays each employee at least the minimum wage, provides all legally mandated benefits, and complies with the laws on working hours and employment rights in the
jurisdiction in which the Accommodation operates; and
relevant). The conditions of the intermediary payment may be amended and supplemented by Limontera doo on an ongoing basis upon written notice to the
Accommodation Facility 15 days in advance.
(vi) The Accommodation Facility (which includes for the purpose of this warranty both the Operator and the Owner of the Accommodation) and its directors and direct,
indirect and ultimate beneficial owners and their directors are not connected in any way during the term of this Agreement with:
(d) shall not hold any person in slavery or servitude and shall not organize or facilitate the travel or residence of another person for the purpose of exploitation
of that person.
(a) will respect the human rights of its workers and customers and will not use child labor, forced labor or hazardous working conditions;
(iv) complies in all material respects with all applicable governmental laws, codes, regulations, ordinances and rules in force in the country, state or municipality where
the relevant Party is incorporated (and in the case of an Accommodation, the jurisdiction in which the accommodation is located) with respect to the products
offered and/or services provided by such Party.
6.1.1 Each Party shall be liable to the other Party and its Affiliates, directors, officers, employees, agents, representatives and subcontractors and shall
compensate, indemnify and hold them harmless from and against any direct damages, losses, liabilities, obligations, costs, claims of any kind, interest, fines, administrative
fees, penalties, legal costs and expenses (including, without limitation, reasonable attorneys‘ fees and expenses) actually paid, suffered or incurred in connection with:
(iii) The Accommodation Facility is duly registered with all relevant tax authorities (including relevant statutory (local) tax collection authorities) as a hotel or other
accommodation provider;
5.3 Except as expressly stated otherwise in this Agreement, neither Party makes any representations or warranties, whether express or implied, in connection with the subject
matter of this Agreement. Both Parties disclaim all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose with respect to the
subject matter.
5. REPRESENTATIONS AND WARRANTIES
6. INDEMNIFICATION AND LIABILITY
7. TERM, TERMINATION AND SUSPENSION OF THE CONTRACT
6.2 Protection against accommodation liability
6.1.3 In the event that Limontera doo indemnifies the Accommodation, Limontera doo may assume the claim and continue the defense after consultation and agreement with
the Accommodation and with due regard to the interests of both Parties. Neither Party shall make any admission, submit any documents, agree to the issuance of any judgment
or enter into any compromise or settlement without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned.
(v) all other claims of Guests that are wholly or partly attributable to the Accommodation (including its directors, employees, agents, subcontractors,
representatives and premises);
(b) tax claims against Limontera doo and liabilities against Limontera doo arising from Taxes for which the Accommodation is responsible or liable, or if the obligation
to pay, collect, withhold and remit Taxes is imposed by law on Limontera doo for, on behalf of or in place of the Accommodation;
6.1.4 Each Party shall notify the other Party as soon as possible after becoming aware of a third party claim. In the event of a third party claim (including any civil, criminal,
administrative or investigative action, claim, proceeding, demand, allegation, suit, cause of action or other proceeding relating to losses asserted against a Party by a third
party), the Parties shall act in good faith and use commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of the claim.
(vi) all claims, including costs, expenses, interest, penalties and other liabilities against or incurred by Limontera doo, or which Limontera doo has incurred in connection
with or as a result of:
(ii) 100,000 euros.
(iv) material breach by the other Party, including, but not limited to, cases of illegal or inappropriate content, fraud or failure to comply
(iii) any third party claim arising from any (alleged) infringement of a third party’s Intellectual Property by the other Party.
(ii) all claims made by Guests relating to or in connection with their stay at the Accommodation, overbooking or (in whole or in part) cancelled or incorrect reservations
or settlement, refund or chargeback of the Room Price;
(iii) We will compensate Guests for the Price Difference guarantee in cases where Limontera doo is entitled to Price and Condition Parity and the Guest is charged
a higher price than the lower applicable price. If the Accommodation (meaning the Accommodation) is located in a Country without parity, this Section 6.2.1, paragraph iii) shall
not apply. If the Accommodation (meaning the Accommodation) is located in a Country with wide parity, this Section 6.2.1, paragraph iii) shall not apply and shall be deleted
and replaced
by the alternative wording in Appendix 5.
6.3 Limitation of Liability 6.3.1
Neither Party shall be liable to any other Party for any indirect, special, punitive, incidental or consequential damages or losses, including loss of production, loss of profits,
loss of sales, loss of contract, loss of or damage to goodwill or reputation, loss of title or any special, direct or consequential losses and/or damages, whether such
damages arise from (alleged) breach of contract, tort or otherwise, even if advised of the possibility of such damages or losses. All such remedies are expressly waived
and rejected.
6.1.2 Each Party is obliged to take reasonable measures to prevent and reduce potential damage.
(iv) all monetary or non-monetary claims of Guests arising under, from or in connection with the Package Travel Directive (or national legislation implementing it, related to it
or having a similar meaning), and obligations that Limontera doo has or can reasonably be assumed to have in connection with the Package Travel Directive (or national
legislation implementing it, related to it or having a similar meaning), and
6.3.2 Unless otherwise provided in the Contract, the maximum liability of one Party to the other Party in the aggregate for all claims made against it during a year in
connection with the Contract shall not exceed the higher of the following amounts:
(i) the aggregate Commission received or paid by that Party to the other Party in the previous year and
(ii) a compelling reason based on the relevant legal regulation;
(iii) repeated breach of the Agreement by the other Party or
6.2.1 To the maximum extent permitted by law, the Accommodation shall fully indemnify, compensate and hold harmless Limontera doo and its Affiliates, directors, officers,
employees, agents, representatives and subcontractors from and against any direct damages, losses, liabilities, obligations, costs, claims of any kind, interest, fines,
administrative fees, penalties, legal costs and expenses (including, without limitation, reasonable attorneys‘ fees and expenses) in connection with:
(vii) all monetary or non-monetary claims and investigations by third parties related to the representations, warranties and obligations of the Accommodation
Facility under the Contract.
(ii) gross negligence and willful misconduct;
(i) all claims made by Guests regarding inaccurate, erroneous or misleading Accommodation Information;
(viii) any claims or complaints for failure to comply with applicable law by Limontera doo to the extent that such failure is attributable in whole or in part to the Accommodation
(in which case the Accommodation undertakes to pay Limontera doo the relevant part of any related damages or fines).
(a) the failure or negligence of the Accommodation Facility to timely, correctly and accurately register with the relevant authorities and/or provide information required by law
or in paying, collecting, remitting or withholding any applicable Taxes levied or based on services or other charges related to the Contract in the relevant jurisdiction), or
7.2 Either Party may terminate the Agreement with immediate effect in the event of:
(i) a legal or statutory requirement;
6.1.5 Each Party acknowledges that legal remedies may be insufficient to protect the other Party from any breach of this Agreement. Without prejudice to any other
rights and remedies available to the other Party, each Party shall be entitled to injunctive relief and specific performance.
7.1 Unless otherwise agreed, the Agreement shall enter into force on the date of acceptance by the Accommodation Facility and shall continue for an indefinite period.
The Accommodation Facility shall be entitled to terminate this Agreement at any time and for any reason by giving 15 days‘ written notice to Limontera doo.
This Section 6.3.2 does not limit the liability of the Parties in relation to tort, fraud, bribery and corruption, intentional misconduct or gross negligence, nor in relation
to indemnification in relation to third party liabilities as set out in Sections 6.1.1, paragraph (iii) and 6.2.
8. DOCUMENTS AND RECORDS
(v) provision of inaccurate, outdated, incomplete, misleading or fraudulent information by the Accommodation, including the publication of
(ii) (filing or sending a request regarding) bankruptcy, insolvency or suspension of payments or any similar act or event in relation to the Accommodation,
(x) repeated poor scores or ratings;
(xiii) The Accommodation Facility or any Affiliated Party terminates the contract with any Affiliated Company of Limontera doo without showing cause and/or for
reasons of convenience;
(iii) failure to pay any invoices, bonds or fees of Limontera doo by the due date;
(xi) The Accommodation (directly or indirectly) manipulates or attempts to manipulate the booking or the operation of the Platform (e.g. by
manipulating Guest Reviews);
(xviii) Limontera doo reasonably believes that the Accommodation is in breach of any of its representations in Clauses 5.1 paragraph (vi), 5.1 paragraph (vii), 5.2
paragraph (iv) and 11.5 and 11.6 or its obligations set out in Clauses 11.1 and 11.4; or
(xix) The Accommodation fails to provide Limontera doo with information, documents or other evidence that Limontera doo reasonably requests from
time to time in connection with its due diligence processes, whether to ensure Limontera doo’s compliance with Anti-Bribery, Sanctions, Anti-Tax Evasion/
Facilitation and Financial Crime Requirements, or otherwise.
8.2 The Accommodation shall fully cooperate and provide Limontera doo with all reasonably requested information regarding the identification of the (ultimate
beneficial) owner, manager and/or manager of the Accommodation, the risk profile of the Accommodation and other appropriate controls, procedures and
purposes that Limontera doo shall reasonably notify to the Accommodation from time to time.
7.3 Without prejudice to points 7.1 and 7.2, Limontera doo is entitled, by written notice (which shall include a statement of reasons), to limit or suspend the
performance of all or a certain part of its obligations, commitments and promises under this Agreement with immediate effect and/or to terminate this
Agreement and/or to close its Accommodation Platform, while observing a notice period of 30 calendar days in the event of any (reasonably expected or foreseeable)
events or circumstances:
(viii) misuse of the Guest’s payment card details by the Accommodation in any way (e.g. by charging the Guest’s payment card before arrival without the
Guest’s prior consent) or other data in any way, or if there is a data breach;
(vii) the Accommodation Facility charging the Guest an excessive amount;
(xv) breach of any other agreement between the Accommodation and Limontera doo or any Limontera doo Affiliate, including any act or event
of default or failure to perform any obligation;
(i) breach of any provision of the Agreement by the Accommodation Facility;
(ix) a serious complaint from one or more Guests or a third party;
(xvi) behavior of the Accommodation Facility that is incompatible with the global business model, technologies or conditions of Limontera doo;
(xvii) Limontera doo reasonably believes that it is necessary to act in the interest of protecting the personal safety or property of Limontera doo, Guests or third
parties and to prevent inappropriate, illegal or unprofessional physical and/or non-physical conduct and/or bad faith, fraud or any other unacceptable activity;
8.1 The systems, books and records of Limontera doo (including its financial systems, extranet, Online Booking Statement, faxes and/or emails) shall be deemed to
be conclusive evidence of the existence of reservations, their acceptance by the Accommodation and the Commission, damages or costs payable to Limontera doo
under this Agreement, unless the Accommodation is unable to provide reasonable and credible evidence to the contrary.
8.3 Limontera doo may conduct and/or commission a third party to conduct an inspection or audit of the Accommodation’s records (including information
relating to data processing or security information) to the extent reasonably necessary to comply with any of Limontera doo’s legal or reporting
obligations and if Limontera doo has reasonable grounds to suspect that the Accommodation is not complying with the Agreement. The Accommodation and its
employees, agents and representatives must fully cooperate with
(xiv) any of the Affiliates of Limontera doo shall be entitled to terminate the contract with the Accommodation for any reason (including the party that (directly or
indirectly) owns or controls the Accommodation or is (directly or indirectly) owned or controlled by
7.5 In the event of termination of the Agreement, the rights and remedies of each Party in relation to damages or breach of contract by the other Party shall remain
intact. Sections 2.4, 6, 7.6, 8 to 12 (and similar Sections which by their nature will survive termination) shall survive termination of the Agreement.
Security Incident reporting requirements according to Appendix 2.
(vi) failure to accept the reservation at the price and/or conditions displayed on the reservation or failure to comply with the agreed price and/or conditions of the reservation;
7.6 If there is a change of ownership or operator of the Accommodation (i.e. the Accommodation) including any assignment, transfer or novation of the Agreement,
the Accommodation agrees that the new owner or operator may use the Accommodation Information, including Guest Reviews, that it had or was using before the
change of ownership and will have access to the relevant (financial and operational) performance, management and (customer) data. The Accommodation
in any case remains liable for all obligations, claims and liabilities relating to or arising during the period prior to the change of ownership or operator.
(xii) any safety, security or health issues related to the Accommodation or its equipment (the Accommodation shall, at its own expense and upon request
of Limontera doo, provide Limontera doo with the relevant permits, licenses, certificates and similar statements issued by an independent expert, which will
document and substantiate the Accommodation’s compliance with the relevant legal regulations and legislation (in the field of privacy, safety and health protection);
7.4 Any notice or communication by Limontera doo of the “closure” (or similar wording) of the Accommodation Facility on the Websites (or similar wording)
shall constitute termination of the Agreement. Upon termination or suspension of the Agreement, the Accommodation Facility shall acknowledge
(iv) an attempt in bad faith to avoid payment of the Commission and/or to reduce the Commission;
Guest shall pay all outstanding reservations and all Commissions (plus costs, expenses and interest, if applicable) due from such reservations in accordance
with the terms of this Agreement. Upon termination or suspension of the Agreement and notwithstanding Limontera doo’s right to (permanently) remove the
Accommodation from the Platform, Limontera doo may maintain the accessibility of the Accommodation’s page on the Platform but close the availability (status:
“closed for
business”) until full and final payment of any amounts due and outstanding (including any Commission) has been made.
Accommodation facility);
Accommodation information of any such nature on the extranet or through the Link Provider;
Limontera doo and such third party, provide access to all relevant books, records, premises, employees and other information and, as necessary
10. DISPUTE RESOLUTION
9. CONFIDENTIALITY AND INFORMATION SHARING
11. COMPLIANCE WITH REGULATIONS
(i) extranet;
10.2 Internal complaint handling system
10.3.1 The Parties shall endeavour to resolve any disagreements and disputes through the internal complaints handling system of Limontera doo described in Clause 10.2,
as this offers the fastest and most cost-effective solution for both Parties.
(iii) disclose Confidential Information to Authorized Persons only to the extent necessary to fulfill its obligations under the Agreement;
9.4 Notwithstanding Sections 9.1 to 9.3, Limontera doo may disclose any information relating to the Accommodation Facility and/or
(ii) will maintain and use prudent methods to ensure that its employees, officers, representatives, contractors
(iii) has been disclosed to the receiving Party by a third party who is not under a duty of confidentiality with respect to the Confidential Information; or
make copies available.
(iv) the finance department of Limontera doo; or
10.3.4 At the beginning of the mediation, the mediator will prepare a mediation agreement, which both Parties will sign before the mediation process begins. Participation in the mediation
(i) all Confidential Information shall remain the exclusive property of the disclosing Party. The Receiving Party shall not use any Confidential Information
(i) are or become publicly known or available through no act or omission on the part of the receiving Party;
10.1 Governing law and competent court
(ii) partner support centers;
(v) return or destroy all printed and electronic copies of Confidential Information upon request by the other Party.
10.3.3 The mediation will be conducted in English and remotely using communication technologies. Each Party will pay 50% of the total
(i) offer, promise or give to any third party (including any government official or official, representative or candidate of a political party), solicit or accept for oneself or for
another party any gift, payment, reward, consideration or advantage of any kind,
10.3.2 The parties may choose to mediate before Ms Scheepbouwer or Ms Van Thiel-Wortmann of Reuling Schutte, whose contact details are available on the Platform, or any
other mediator associated with the offices of these mediators and
(iv) will not copy, disclose, make available to other persons or use (other than as permitted under the Agreement) the Confidential Information and will use prudent methods to
ensure that Authorized Persons do not copy, disclose, make available to other persons or use it
10.2.1 Limontera doo has implemented an internal complaints handling mechanism. Accommodation establishments can access the internal complaints handling
mechanism by:
11.2 In connection with these Terms and/or the Agreement, none of the parties (including their employees, directors, officers
10.3 Mediation
(iv) disclosure is required by law, court order, subpoena or governmental authority.
8.4 Limontera doo will bear the costs of any inspection or audit unless it is found that the Accommodation Facility has violated any provision of the Agreement. In such case,
the costs shall be borne by the Accommodation Facility without prejudice to other rights and remedies.
11.1 The accommodation facility will comply with the standards and principles set out in this Agreement and in the terms and conditions of Limontera doo and to a reasonable extent
(ii) were in the possession of the receiving Party prior to the date of this Agreement;
10.1.1 Unless otherwise provided in this Agreement, this Agreement shall be governed exclusively by and construed in accordance with the laws of the Netherlands.
(v) (if applicable) the Accommodation’s dedicated account manager.
(iii) customer support of Limontera doo;
9.2 Each Party agrees that, unless otherwise stated in Clause 9:
9.3 Notwithstanding the foregoing, Confidential Information does not include any information to the extent that:
Agreements with Affiliates of Limontera doo. This will include, among other things, Confidential Information and information on the performance of this
request of Limontera doo will participate in relevant trainings.
(other than as permitted under the Agreement); and
Contracts by the Accommodation Facility, including compliance with the terms and conditions of Limontera doo. Limontera doo will ensure that
9.1 The Parties understand and agree that in the performance of this Agreement, each Party may directly or indirectly have access to or be exposed to the other Party’s confidential
information (“Confidential Information”). Confidential Information includes Customer Data, Personal Data, transaction volumes, marketing and business plans, business, financial,
technical, operational or similar non-public information that either the disclosing Party designates as private or confidential or that the receiving Party reasonably should know should
be treated as such.
occasionally recommended by them.
and representatives (“Authorized Persons”) shall maintain the confidentiality and non-disclosure of the Confidential Information;
with them. Any disputes arising out of or in connection with this Agreement shall be exclusively brought before and resolved by the competent court in Amsterdam,
Accommodation establishments can find more detailed information, including how to submit complaints, on the extranet and in the Partner Support Center
(partner@jadranholiday.com).
Limontera doo’s funds in connection with the breach.
The Netherlands.
is voluntary. If the Parties agree to mediation, they will act in good faith throughout the process.
for any purpose other than to perform its obligations under the Agreement;
all of its Affiliates that receive Confidential Information were bound by the same obligation of confidentiality as it is bound by.
employees, agents and any other representatives) directly or indirectly:
private and confidential.
costs of mediation, unless the mediator proposes a different division of costs and the Parties agree on it.
which could be considered a bribe or an illegal or corrupt act;
12. MISCELLANEOUS PROVISIONS
(iii) provide its employees with appropriate training on compliance with the terms and procedures of the Financial Crime Requirements.
11.3 Each Party (including its employees, directors, officers, agents and any other representatives):
(i) holds and acts in compliance with all permits, licenses and other governmental licenses, permits and authorizations necessary to operate, conduct and continue
its business activities and operations (including the holding and use of the Bank Account);
(iv) The bank account is not (directly or indirectly) used for money laundering, terrorist financing, tax evasion (or facilitating it), tax avoidance, violation of
financial sanctions, financial crime or any other illegal activity.
(i) will comply with the Financial Crime Requirements;
(ii) is the holder of a Bank Account;
12.6 The original English version of these Terms and Conditions may be translated into other languages for the convenience of the Accommodation. The Parties
may not derive any rights from the translated version and in the event of any dispute relating to the content or interpretation of these Terms and Conditions or in the event
of any conflict, ambiguity, inconsistency or discrepancy between the English version and the version of these Terms and Conditions in any other language, the English version
shall prevail, be valid and shall be binding and final. In legal proceedings, including the internal complaints mechanism and in mediation, the English version shall be used.
12.7 The Agreement may be concluded online or by signing separate printed copies or via PDF file or fax copy, each of which shall be considered a valid and binding original.
By registering and logging into the Limontera doo Partner Program as a Partner Accommodation Facility, the Accommodation Facility agrees, acknowledges and accepts
the provisions and general terms and conditions of this Agreement.
(iii) engage in any activity that may constitute an offence under applicable laws prohibiting the handling of proceeds of crime and/or the financing of terrorism; or
(i) is related to the jurisdiction in which the Accommodation (i.e. a legal entity) is located and/or has its principal place of business; or
(ii) is located in a jurisdiction that is, as of the date of this Agreement, participating in the Single Euro Payments Area (as described in Directive 2007/64/EC (EU)
of the European Parliament and of the Council).
12.2 All notices and communications shall be in the English language. They shall be in writing and shall be sent via extranet messages or by fax, email or nationally
recognized air courier service using the contact details notified by each Party from time to time.
(iv) take any action that would violate (and/or in the case of the Accommodation would cause Limontera doo to violate) applicable sanctions restrictions (including those
imposed by the UN, the EU, the UK, the US and any other territory whose jurisdiction applies to the Parties.
11.6 The Accommodation represents and warrants that (regardless of the jurisdiction of the Bank Account):
12.3 This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes and takes
precedence over all prior agreements, agreements, binding and non-binding offers, undertakings or representations relating to such subject matter in relation to the
Accommodation Facility.
12.4 In the event of a conflict between these terms and the Appendix, the Appendix shall prevail. If any provision of the Agreement is or becomes invalid or
unenforceable, the Parties shall continue to be bound by all other provisions and shall replace (the element of) the invalid or unenforceable provision with provisions
that are valid and binding and that have as close as possible the effect of the invalid or unenforceable provision. 12.5 Nothing in this Agreement shall prevent or
limit Limontera doo’s right to bring an action or commence any proceedings or seek remedial injunction or (specific) performance before any competent court or under the
laws of the jurisdiction in which the Accommodation is established or registered. The Accommodation waives its right to invoke any other jurisdiction or applicable law to which
it may be entitled.
11.4 The Accommodation shall immediately notify Limontera doo of any actual or alleged breach (whether by the Accommodation or any of its employees, directors, officers, agents or other representatives)
of this Clause 10.
12.9 Limontera doo and/or its affiliates may offer additional financial products and/or services (e.g. room cancellation insurance) to the Guest’s reservation on the
Platform. The Accommodation may not offer similar financial products on the Platform.
(ii) commit the offence (or enable, aid, abet, counsel or procure the commission of the offence) of tax fraud or knowingly participate in or take steps to fraudulently evade
any tax;
12.1 Neither Party may assign, transfer and/or encumber any of its rights and/or obligations under the Agreement (to anyone other than an Affiliated Company Limontera
doo) without the prior written consent of the other Party. No assignment, novation or transfer by the Accommodation Facility shall relieve it of its obligations under the
Agreement.
(iii) payments and transfers to and from the Bank Account are made in accordance with normal market practices and all applicable laws, legislation, codes,
regulations, orders and rules and do not violate any applicable anti-money laundering, anti-corruption, anti-terrorist financing, anti-tax evasion or any other laws, agreements,
regulations, codes or legislation against financial crime; and
12.10 Limontera doo may update and amend these Terms and Conditions from time to time upon prior notice to the Accommodation and with a 15-day
notice period. During the notice period, the Accommodation may terminate the Agreement if it so chooses. Any updated or amended version shall replace the then￾current version with effect from the date stated in the notice.
(ii) shall establish and maintain its own conditions and procedures to ensure compliance with the relevant Financial Crime Requirements and, where necessary,
enforce them; and
12.8 The Accommodation agrees to indemnify and hold Limontera doo fully harmless from and against all damages, losses, claims, penalties, fines, costs and expenses
that Limontera doo (or any of its Affiliates, directors, officers, employees, agents, representatives and subcontractors) suffers, pays or incurs in respect of any
(threatened or alleged) claim (including a penalty) by any government, authority, organisation, company, party or person in relation to a payment to, through or from the
Bank Account that is unlawful or in breach of any applicable Financial Crime Requirements.
This Agreement does not require any mark or seal to become valid, binding and enforceable.
11.5 Due to Financial Crime Requirements, Limontera doo will make the Service available and process, facilitate, make and/or receive payments to or from a bank account („Bank Account“) which,
unless otherwise agreed by the parties in writing, is owned by the Accommodation and either:
1. SCOPE, DEFINITIONS AND INTERPRETATION
PRIVACY POLICY (“Policy”)
2. PROTECTION OF PRIVACY AND PERSONAL DATA
are sent to the address data@jadranholiday.com
acts as an independent and separate Data Controller in relation to its own processing of such Personal Data, regardless of whether such
under applicable laws, including the Technology and Data Laws.
relevant legislation, including the Technology and Data Legislation.
obtained the data directly or indirectly through the Link Provider.
or affiliated companies of the Accommodation (“Accommodation Partners ”), or in systems where Partners may
it is necessary, and always in accordance with Technology and Data Legislation.
in another way and for any other period determined by Limontera doo and notified in advance to the Accommodation Facility) after the end of the stay
as the (sole) Data Controller in respect of any Guest Personal Data processed in connection with the Contract.
Personal data of guests. Limontera doo may consider the Accommodation Facility (regardless of whether or not it is a contracting entity)
accommodation facility.
This is allowed by the Technology and Data Legislation, quickly afterwards. The accommodation facility may, within the scope of the information it publishes
The Data Controller is solely responsible for its own compliance with the Technology and Data Laws.
through the Service, refer to its own privacy statement regarding Guests and their Personal Data.
the instruction may be changed by the Accommodation at any time) and cannot be interpreted as meaning that the data has been made available by Limontera doo. Accommodation
Limontera doo also refers to the relevant affiliate of Limontera doo, if applicable
Accommodation facility;
privacy policy that is transparently made available to data subjects before or at the time of collection of Personal Data by this Party, or if
1.2.2 If Personal Data related to Guest Reservations, including but not limited to reservation data, requests and updates, as well as arrival data (“Guest Personal
Data”), is not processed exclusively and directly by the Accommodation (as may be the case, for example, where the Accommodation is a chain, property
management company, etc.), this Annex applies to the Accommodation that ultimately processes the
faith will determine their respective responsibilities for compliance with the obligations arising from the Technology and Data Legislation.
The property represents and warrants that it has all necessary rights, authorizations and permissions to disclose Guest Personal Data to Partners.
the accommodation facility to access such Personal Data and use it to manage or facilitate the reservation between the Guest and
Guest or after the date of cancellation of the reservation. Limontera doo is not obliged to disclose the Personal Data of Guests to the Accommodation Facility after
this term.
processing of Personal Data in the context of this Agreement.
Any such disclosure shall be made solely on behalf of and at the direction of the Accommodation (where this
only in accordance with the provisions of the Treaty and on the basis that:
1.2.1 The Accommodation acknowledges that the Service is operated by Limontera doo, with its registered office in Zagreb, Croatia. If the Party to the Agreement is an
affiliate of Limontera doo (and not Limontera doo itself), any reference in the following Instructions to
1.3.1 Unless otherwise defined in these Guidelines, capitalized terms have the same meaning as set forth in the Agreement.
1.1 Priority
2.2.2 The accommodation facility may request that Limontera doo disclose the Personal Data of guests to other partners, service providers
1.4 Announcements
1.1.1 Unless otherwise stated in these Instructions, the general terms and conditions of the Agreement shall remain unchanged and in full force and effect.
2.2.4 The Parties acknowledge and agree that Limontera doo will transfer or make available to the Accommodation the Customer Data and Personal Data of Guests. The
Accommodation shall process the Customer Data and Personal Data of Guests only to the extent necessary to fulfill its obligations under the Agreement, unless the Parties agree
otherwise in writing, if the Accommodation has a legal reason, including the consent of the Guest, if
2.2.6 Limontera doo will make available to the Accommodation the Personal Data of Guests on the extranet for a period of thirty (30) days (or any other period
2.1.1 If either Party processes Personal Data in connection with the Contract, it does so for its own purposes as an independent and separate entity.
2.2 Sharing Personal Data
(ii) The Accommodation requires Limontera doo to transfer or make available the Guest’s Personal Data to the Link Provider (for processing by the Link Provider for the
purposes specified by the Accommodation itself), and not directly to the Accommodation; and
1.3 Definitions
2.1.2 If Limontera doo transfers or makes available Personal Data to the Accommodation Facility under the Contract, the Accommodation Facility
2.2.1 The Accommodation undertakes to transfer or disclose Personal Data to Limontera doo, if such disclosure is permitted.
2.2.3 Each party may transfer or disclose Personal Data to Affiliates if such disclosure is permitted under
(i) The Connection Provider is engaged by the Accommodation to provide the Connection Services and acts as a data processor (i.e. a natural or legal person, public authority,
agency or other entity that processes Personal Data on behalf of the Data Controller) on behalf of
(iii) The Link Provider may not process any Guest Personal Data on behalf of Limontera doo.
2.1.4 Notwithstanding the above, if the Parties jointly determine the purposes and means of any processing activity in the context of this Agreement, in good faith
2.3.1 Each Party shall process the Personal Data of the other Party (and/or any person acting on its behalf) in accordance with the Privacy Statement.
2.1 Relationship
1.4.1 Unless otherwise provided in these Guidelines, all notices or correspondence from the Accommodations in connection with the Guidelines
2.1.3 Neither Party processes any personal data on behalf of the other Party. The Parties have not jointly determined the purposes and means of any
2.2.5 Limontera doo will transfer or make available the Personal Data of Guests to the Accommodation Facility through the Connection Provider
1.2 Services of Limontera doo
2.3 Transparency
Annex 1
2.3.2 Limontera doo will process any Personal Data collected and relating to the Accommodation Facility and/or any persons acting on its behalf in accordance
with the Privacy Statement for Limontera doo Business Partners (available on the Platform) and
Annex 2
(ii) to detect, remedy and prevent breaches of security that lead to the accidental or unlawful destruction, loss, alteration, unauthorised use, transfer or
disclosure of, or access to, such Confidential Information or Personal Data transmitted, stored or otherwise processed in connection with the
Agreement (“Security Incident”), taking into account all trends related to
2.5.1 The Parties shall ensure that Personal Data is transferred to recipients outside the European Economic Area (“ Third Country”) or that such recipients
have access to it only if such transfer is in accordance with applicable Technology and Data Legislation.
Security incidents in the industry and in accordance with applicable laws, state-of-the-art knowledge and industry standards, including but not limited to
monitoring systems, alert systems, backup procedures and firewalls;
(iii) conducting an assessment to verify compliance with applicable laws, including the Technology and Data Laws.
2.4.1 Each Party shall provide, at its own expense, all reasonable cooperation, assistance and information to enable the other Party to comply with its obligations under
the Technology and Data Legislation. Each Party shall assist the other Party in the following:
1.1 Each Party shall implement and maintain appropriate technical and organizational security measures:
1.3 Each Party shall make reasonable efforts to:
(i) responding to requests from competent authorities (including supervisory authorities) in connection with the processing and sharing of Personal Data in the context of
this Agreement;
(i) ensuring that its computer systems, databases, servers, API connections and integrations do not cause or cause the other Party’s software, hardware or security measures
to malfunction, or contain any materials that could have a harmful, inappropriate or adverse effect on, or cause damage to, the other Party, including, without limitation,
worms, viruses, Trojan horses, corrupted files, cracks, bugs or unauthorized or hidden programs or other materials;
(iii) within the limits of applicable law, is responsible for actively providing all necessary information to Limontera doo so that Limontera doo is fully informed and
able to conduct its own investigation regarding the cause, measures taken to mitigate its own damages and damages incurred or likely to be incurred by the Parties and
third parties in connection with the Security Incident;
(iv) cooperate with Limontera doo in taking all reasonable and appropriate measures to address the Security Incident and mitigate the risk of a similar Security
Incident occurring in the future.
2.2 Subject to mandatory requirements under applicable legislation Accommodation:
2.3.3 The Accommodation Facility guarantees that, in accordance with the Technology and Data Legislation, if it provides Personal Data to Limontera doo, it
has informed its employees, representatives, agents and other persons about the collection and processing of their Personal Data by Limontera doo in
connection with the Contract and, if necessary, has obtained their consent.
2.5.2 In the event of any transfer to a Third Country, the Parties shall ensure that, if the destination country of the transfer is not recognised by the European Commission
as providing an adequate level of data protection, the Parties shall implement appropriate technical, organisational and contractual measures to comply with the Technology
and Data Legislation.
2.5.3 The Parties acknowledge that any transfer of Personal Data by Limontera doo under this Agreement is necessary for one or both Parties to enter into or perform a
contract with the Guest and/or is in the interests of the Guest, without prejudice to the Parties‘ right to conclude that some transfers may also be covered by another reason
for the transfer.
(i) immediately take all reasonable and appropriate measures required by the situation, including before consulting Limontera doo pursuant to Clause 2.1, paragraph ii), to
prevent, mitigate or mitigate the consequences of any damage or adverse consequences to Limontera doo and the Guests; and
2.4 Cooperation
2.5.4 If any Third Country authority requests access to Personal Data, the Party receiving the request undertakes to properly assess its legality and legitimacy
before responding and to take appropriate measures in response to this request.
(iii) to follow best practices regarding physical security and information security in relation to any Confidential Information and Personal Data.
1.2 The Accommodation Facility may not perform any act or omission that has or could have an adverse effect on the security of the Service or the System.
(ii) without undue delay and always within 24 hours, report any actual or suspected Security Incident to Limontera doo via the website https://report.jadranholiday.com
and consult with Limontera doo on the appropriate and suitable measures to be taken, without prejudice to Section 2.1, paragraph i);
2.5 Data Transfers to Third Party Countries
(i) to ensure the confidentiality, integrity, availability and continuity of Personal Data and Confidential Information transmitted, stored or otherwise processed in the context
of this Agreement (regardless of whether under the direct or indirect control of that Party) in accordance with prevailing and currently high industry security standards, in
particular through measures such as encryption and pseudonymisation (particularly in the context of any international transfer of Personal Data);
as amended and supplemented by Limontera doo.
2. Security incidents and personal data breaches
2.1 If the Accommodation becomes aware of a Security Incident that may compromise the Platform or the systems, databases, information, data, servers, connections,
integration, websites or extranet of Limontera doo and any Confidential Information or Personal Data stored, transmitted or otherwise processed in connection with the
Contract, including through the Connection Provider, or has reasonable suspicion that such a Security Incident may exist, the Accommodation shall:
1. Safety precautions
(ii) preventing and detecting third-party social engineering activities, including account takeovers, that may lead to an Extranet Security Incident; and
(ii) responding to requests from data subjects who wish to exercise their personal data protection rights, including their rights under the Technology and Data Legislation;
(iii) protect and maintain the confidentiality and security of the Extranet ID and password and to prevent the disclosure of the ID and password to any person other than
those who need to have access to the Extranet to perform their job duties.
SECURITY AND DATA BREACHES
ANNEX 3B OR 3C
INTERMEDIATED PAYMENTS FOR ALL TRANSACTIONS EXCEPT THOSE TO WHICH IT APPLIES
2.2 Any payment made by the Guest to Limontera doo or the Payment Administrator as agent of the Accommodation shall satisfy and discharge the
corresponding amount of the Guest’s debt to the Accommodation. Limontera doo may, to the extent permitted by law, charge or seek compensation from the
Accommodation, together with Taxes (if applicable), for the Payment Intermediation service and related thereto, and for the underlying payment transaction
(including fees, costs and other amounts as charged by its payment administrators, banks or payment card companies for such transaction) (“Intermediate
Payment Fees”). The Accommodation shall pay the Intermediate Payment Fees in accordance with the terms set out in the invoice.
(i) The Room Price after deduction of due and unpaid Commissions (if applicable), fees, costs and expenses and other amounts payable to
Limontera doo or its equivalent in another currency shall be transferred (“Net Amount”); or
2.1 Limontera doo may offer a Payment Intermediation service. Limontera doo may from time to time use a third party to mediate and process payments under a Payment Intermediation (“Payment
Administrator”). Limontera doo enters into agreements with Payment Administrators for the purpose of collecting payments from Guests and transferring funds to and settling with the
Accommodation.
References in this Schedule 3A to Points are to Points in this Schedule 3A unless otherwise stated.
(ii) Room rates excluding amounts that Limontera doo is required to withhold under local laws or regulations, or its equivalent in another currency will be
transferred (“Gross Amount (Brutto) ”).
3.4 The transfer may be made by bank transfer (in which case the net amount (net) or the gross amount (gross) will be transferred), by providing a “ virtual
credit card“ to the Accommodation (in which case only the Gross Amount will be transferred) or in another manner notified in writing by Limontera doo.
Annex 3A
2.3 Limontera doo shall notify the Accommodation without undue delay of any Security Incident that has a detrimental and material impact on it. Limontera doo is not obliged to
notify the Accommodation of any outage, general outage or other malfunction that does not specifically concern the Accommodation.
3. Room price
5.1 Unless otherwise required by local mandatory legislation, the Accommodation is responsible for the collection, remittance, withholding and payment to the
competent (tax) authorities (as applicable):
(i) applicable taxes and surcharges on the Room Price (including applicable Taxes, surcharges and amounts not included in the Room Price); and
4. Use of funds within the framework of the Mediated Payment
(ii) Commission Tax.
(ii) acknowledges and agrees that Limontera doo reserves the right to voluntarily inform any third party (including any supervisory authority and Guests) of any
Security Incident; and
1.2 Unless otherwise defined in this Schedule 3A, capitalized terms have the same meaning as set forth in the Agreement.
3.3 The room price shall be transferred by Limontera doo to the Accommodation Facility in accordance with the rules set out in Sections 3.3, 3.4 and 6.1 to 8.1 of this Annex.
One of the following amounts, as agreed between the Parties from time to time, shall be transferred to the Accommodation Facility:
4.2 In the event of insufficient funds to settle and pay all amounts owed to Limontera doo, Limontera doo is entitled to collect the relevant shortfall from the Accommodation
Facility by Direct Debit (if possible) or offset against the Deposit (if relevant), or instruct the Accommodation Facility to pay the relevant shortfall to the bank account currently
designated by Limontera doo upon first request by Limontera doo.
(iii) not notify Guests or any other third party of a Security Incident relating to personal data hosted or stored by Limontera doo on the extranet without Limontera doo’s
prior written permission.
2. Payment intermediary service
5. Taxes
1. Scope, definitions and interpretation
3.1 The room price will be selected and processed by the Payment Administrator in accordance with the payment terms of the Accommodation Facility (to the relevant extent)
which are published on the Platform.
(i) use best efforts to consult with Limontera doo and take into account its reasonable requirements regarding the timing, content and manner of disclosure or
notification and recipient prior to any disclosure or notification to any third party (including any supervisory authority) in connection with the Security Incident;
1.1 This Schedule 3A forms an integral part of the Agreement and must be read with the Agreement. Unless otherwise stated in this Schedule 3A, the general terms
and conditions of the Agreement shall remain unchanged and in full force and effect.
3.2 The Accommodation will not charge, request payment or collect any amount from the Guest that has already been included in the Room Price if Limontera doo has
indicated that certain Taxes, fees, rates, charges for additional services (e.g. breakfast) or other amounts are not included in the Room Price (“Excluded Elements”).
2.3 If Limontera doo (through the Payment Administrator) does not send any funds to the Accommodation as part of the Intermediary Payment, the
Accommodation will contact Limontera doo exclusively and not directly the Guest.
4.1 Limontera doo may from time to time use Intermediary Payment and/or other (online) payment methods, such as virtual credit cards, to:
(ii) settlement and/or payment of any Commission, Intermediary Payment Fees and/or other amounts payable by the Accommodation to Limontera doo; and
(iii) offsetting any Commission, Intermediary Payment Fees and/or other amounts payable by the Accommodation to Limontera doo for the Room Price
processed at any time through the Payment Administrator.
(i) (pre-)payment of the Room Price by the Guest to the Accommodation through the Payment Administrator;
5.2 If, in accordance with Section 4.1 of this Annex, Limontera doo uses the Room Price collected from the Guest (as the Accommodation’s agent for limited purposes) for the
purpose of settling and paying any due and unpaid Commission, Intermediary Payment Fees and/or other due and unpaid amounts by the Accommodation, the
Accommodation shall nevertheless pay to the relevant jurisdiction an amount equal to the full amount of tax collected as part of the Room Price to the relevant tax authority.
6. General rules regarding any transfer
7.2 The Virtual Credit Card is valid only for the reservation, amount and currency stated in the confirmation of the reservation to which it was assigned. The
Accommodation shall collect the Gross Amount by debiting the Virtual Credit Card during a period ending 12 months after the date of the Guest’s departure from
the accommodation (“Expiration Date”). Prior to the Expiration Date, Limontera doo shall use commercially reasonable efforts to inform the Accommodation
of the Gross Amount or any portion thereof that is ready for collection by the Accommodation. By informing the Accommodation of the Gross Amount
(or portion thereof) that the Accommodation may collect, Limontera doo shall comply with all of its information obligations under applicable law.
References in this Schedule 3B to Points are to Points in this Schedule 3B unless otherwise stated.
Annex 3B
6.8 Unless otherwise required by applicable law, the Accommodation will invoice the Guest for the full amount of the reservation (including or plus (as required by
applicable law) any applicable Taxes). The Accommodation will not invoice (or send an invoice) to Limontera doo for the reservation or stay. Nothing in this Agreement
shall mean or imply that Limontera doo is acting or functioning as a principal, commercial or (re)seller of the room.
6.5 Where Limontera doo is required by law, court order, (quasi-)governmental decision or order, arbitration award (or similar court decision), subpoena or cancellation conditions to pay a refund
of all or part of the Room Price to the Guest, but if Limontera doo reasonably believes that the Accommodation has engaged in fraudulent activities, Limontera doo reserves the right to claim from the
Accommodation a refund of such amount (back) paid by the Guest but received by the Accommodation. Payment by the Accommodation under this Clause 6.5 shall be made within 14 days of
Limontera doo’s request.
(ii) the Accommodation Facility’s rights and claims to such amount (including any right of set-off) shall automatically lapse; and
6.6 Where the Accommodation agrees to refund the full or partial amount of the Room Price paid for a Non-Refundable Reservation (or part thereof), Limontera doo may
pay the relevant amount to the Guest on behalf of the Accommodation. If the relevant amount has already been transferred to the Accommodation in accordance with
this Schedule, the Accommodation shall refund the relevant amount to Limontera doo in a manner reasonably requested by Limontera doo. If the relevant amount has
not been transferred to the Accommodation in accordance with this Schedule, Limontera doo shall not transfer the relevant amount and/or shall be entitled to stop the
transfer of the relevant amount.
7.3 If the Accommodation fails to collect (any part of) the Gross Amount on or before the Expiration Date, from the Expiration Date:
1. Scope, definitions and interpretation
6.2 Notwithstanding Clause 6.1, payment of the Net Amount or the Gross Amount may be suspended if Limontera doo suspects that the Accommodation has
breached the Agreement. 6.3 No interest
shall be paid on any Net Amount or Gross Amount held by a bank, Payment Administrator or third party in accordance with this Schedule.
(i) seeks to limit its (overall) financial exposure;
(ii) suspects that the payment may be subject to a chargeback; or
8. Payment by bank transfer 8.1 The Accommodation
shall provide Limontera doo with correct Bank Account information. Limontera doo shall transfer the Net Amount or Gross Amount to the Bank Account. The
Accommodation shall bear all risks arising from incorrect information provided to Limontera doo, such as incorrect Bank Account details. Payment of the Net Amount or
Gross Amount by bank transfer shall be made within 14 days of the end of the month in which the Guest completed their stay, unless Limontera doo informs otherwise.
The Accommodation may request Limontera doo to change the transfer method from bank transfer to Virtual Credit Card in connection with future payments of the Room
Price.
6.4 If the Accommodation quotes the Room Price in a particular currency, it will receive that amount in that currency. If the Accommodation attempts to accept settlement or
payment of the Room Price to an account held in a currency other than the currency of the Room Price, or otherwise attempts to convert the settlement amount into
another currency, the Accommodation bears all currency risks, including the conversion of the Room Price. The Accommodation agrees and acknowledges that
due to fluctuating 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 amount collected and the amount
received by the Accommodation.
(iii) suspects fraud or other illegality associated with the transaction.
7. Payment via virtual credit card
(iii) Limontera doo shall have full right, title and entitlement to such amount.
6.1 Limontera doo may suspend the payment of the Net Amount or the Gross Amount without prior notice if it suspects fraud or other illegality associated with the
transaction. Reservations of guests for whom fraud is suspected will be cancelled. In the event of a non-refundable cancellation of a Reservation in accordance with this
Clause 6.1, the payment will be made to the Accommodation, provided that there was no alleged or suspected fault on the part of the Accommodation.
7.1 The Accommodation may not withdraw the amount from the virtual credit card until the date on which the Guest’s reservation becomes a non-refundable
reservation, without prejudice to Limontera doo’s other rights under this Agreement, from such other date as Limontera doo may notify, if Limontera doo:
7.4 From and after the Expiration Date, the Accommodation hereby releases and forever releases Limontera doo from all claims relating to the Gross Amount (including
expressly claims relating to the Gross Amount (or any part thereof) unless collected by the Accommodation prior to the Expiration Date). The Parties expressly agree
that the (Gross) Amount (or any part thereof) retained by Limontera doo after the Expiration Date does not constitute a Commission or other consideration paid by
the Accommodation to Limontera doo for the provision of services under this Agreement.
(i) the virtual credit card will be deactivated;
1.1 This Schedule 3B forms an integral part of the Contract and must be read with the Contract. Unless otherwise stated in this Schedule 3B, the general terms
and conditions of the Contract shall remain unchanged and in full force and effect.
2. Payment intermediary service
6.7 In the event of a guest’s failure to show up for their stay or cancellation of the reservation, Limontera doo may charge a Commission from the relevant Room Price that was
collected and transferred to the Accommodation Facility. In the event of exceeding the reservation capacity, the Commission is calculated in accordance with the terms of the
Agreement.
1.2 Unless otherwise defined in this Schedule 3B, capitalized terms have the same meaning as set forth in the Agreement.
SIGNED THE ACCOUNT LINK AGREEMENT WITH THE PAYMENT ADMINISTRATOR
INTERMEDIATE PAYMENT FOR ACCOMMODATIONS THAT VIA THE PLATFORM
Payment Administrator (“Processed Payments”);
(i) a separate contractual agreement between the Accommodation and the Payment Administrator (“ Payment Processing Agreement ”), to
which Limontera doo will not be a party; and
(i) who, under a direct contractual relationship with the Accommodation, provides services (“ Payment Administrator Services”) to the Accommodation by
obtaining and/or otherwise collecting payments from Guests on behalf of the Accommodation in connection with payment methods processed by
2.2 Limontera doo may from time to time allow a third party (“ Payment Administrator”) to use the Platform for the purpose of facilitating a
Mediated Payment. This Annex 3B applies if the Payment Administrator is involved in a type of Mediated Payment:
(ii) a separate contractual agreement to which the Accommodation is not a party and pursuant to which Limontera doo allows the Payment
Administrator to offer Processing Services to Accommodations through the Platform (“Agreement between Limontera doo and the Payment
Processor ”).
2.8 Limontera doo may at any time give notice to terminate or suspend the availability or operation of the Payment Intermediation Service in whole or in part in the event of any
alleged or suspected payment card fraud, violation of sanctions or breach of contract in connection with the Accommodation or any Processed Payment. Limontera doo and
the Payment Administrator may share information (in accordance with each party’s privacy policy and legal obligations) relating to actual or suspected fraud or abuse of the
Payment Administrator Services.
2.5 The Accommodation shall provide Limontera doo or as instructed by it with all information required by the Payment Administrator to pay the Processed Payments.
The Accommodation shall ensure that all information provided to Limontera doo is complete and accurate, shall assume all losses resulting from incorrect information
provided to Limontera doo and shall indemnify Limontera doo against all liabilities, losses, costs and expenses that Limontera doo may suffer or incur as a result of any
such incorrect or incomplete information. The Accommodation authorises Limontera doo to give instructions to the Payment Administrator on behalf of the Accommodation
in connection with the collection, processing and payment of the Processed Payments, including any refund, cancellation, return, dispute, balance adjustment,
chargeback or other related matter. The Accommodation authorises Limontera doo to share these instructions with the Payment Administrator.
(ii) who pays the amounts so collected for Processed Payments directly to the Accommodation.
2.6 The Accommodation shall use the Payment Administrator Services only for the purpose of collecting amounts due from Guests (and not for any purpose
prohibited by the Payment Processing Agreement documentation) and shall comply with its obligations under the Payment Processing Agreement. The Accommodation shall
indemnify Limontera doo against all liabilities, losses, costs and expenses that Limontera doo may incur or incur (including, without limitation, those under the Agreement
between Limontera doo and the Payment Processor) as a result of the Accommodation’s failure to perform any of its obligations when due or as a result of the
misuse of any Payment Administrator services by a third party, unless such misuse is the result of the willful misconduct or negligence of Limontera doo, its employees
or agents.
(ii) The Accommodation shall use all reasonable efforts to assist Limontera doo in fulfilling its obligations in connection with the Payment Intermediation Service. The
Accommodation shall provide Limontera doo or as directed by it with such information as is required in providing the Intermediation Payments and necessary to identify
the Accommodation for regulatory purposes (including fraud prevention, money laundering and terrorist financing); and
(i) The Accommodation hereby authorizes Limontera doo to take all steps necessary to implement this decision and to enable the Accommodation to open an
account with the Payment Administrator (and/or integrate any existing account of the Accommodation with the Payment Administrator);
2.11 The Room Price will be selected and processed by the Payment Administrator in accordance with the Accommodation Facility’s payment terms for the relevant reservation
as published on the Platform and other provisions of the Agreement to the extent applicable. The Accommodation Facility agrees and accepts that the Guest may pay the
Room Price in a currency other than the currency stated in the Accommodation Information.
(iii) The Accommodation authorizes Limontera doo to share information regarding the Accommodation with the Payment Administrator.
2.12 The Accommodation bears all risks associated with currency conversion, including the conversion of the Room Price. The Accommodation agrees and
acknowledges that due to fluctuating exchange rates and costs/fees charged for the collection, processing and disbursement of Processed Payments, there may be
differences between the Room Price (as uploaded by the Accommodation in the system), the relevant Processed Payment and the amount of the relevant Processed
Payment received by the Accommodation. The Accommodation will not further charge, claim or collect any amount from the Guest in relation to such difference.
2.13 The Accommodation agrees and acknowledges that it is in any event responsible for the collection, transfer, withholding and payment of applicable Taxes and
surcharges in addition to the Room Price (including applicable Taxes and surcharges not included in the Room Price) and the transfer, withholding and payment (as
applicable) and Commission to the relevant tax authorities. The Accommodation will not further charge, request payment 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, charges for additional services (e.g. breakfast)
or other amounts are not included in the Room Price (“Excluded Items”).
2.9 Limontera doo may (cross-)charge or seek compensation from the Accommodation for any fees, costs or expenses incurred by Limontera doo in facilitating the
provision of the Intermediary Payment and Payment Administrator Services through the Platform, including but not limited to any fees payable under the Agreement
between Limontera doo and the Payment Processor plus taxes (if applicable). Payment is due in accordance with Limontera doo’s billing terms and conditions, which is
hereby irrevocably authorized by the Accommodation to instruct the Payment Administrator to pay any such amount to Limontera doo from the Processed Payments.
2.1 The Accommodation agrees and acknowledges that Limontera doo may offer a Payment Intermediation service.
2.4 If the Accommodation decides to use the services of the Payment Administrator and agrees to be bound by the Payment Processing Agreement:
2.10 The Accommodation hereby grants Limontera doo the authority to authorize the Payment Administrator from time to time as necessary to pay Limontera doo from the
Processed Payments the amounts necessary to settle the due and unpaid Commission and/or other amounts owed by the Accommodation to Limontera doo. In the event of
insufficient funds to settle and pay all amounts owed to Limontera doo, or if Limontera doo fails to issue such an instruction, Limontera doo shall be entitled to collect the
relevant shortfall from the Accommodation by Direct Debit (if applicable) or offset against the Deposit (if applicable), or to issue an instruction to the Accommodation, which
shall, upon Limontera doo’s first request, pay the relevant shortfall to the bank account currently designated by Limontera doo.
2.7 The provision of Payment Administrator Services by the Payment Administrator to the Accommodation is at the discretion of the Payment Administrator and may be
terminated by the Payment Administrator at any time in accordance with the terms of the Payment Processing Agreement. Limontera doo shall not be liable for any decision
by the Payment Administrator not to provide or to cease providing the Payment Administrator Services to the Accommodation (whether justified or not) or for any breach or
delay in performance by the Payment Administrator of any obligations owed to the Accommodation in connection with the provision of the Payment Administrator Services.
Limontera doo is not obliged to ensure that the Payment Administrator Services are always available to the Accommodation.
2.3 The Parties acknowledge that the Intermediary Payment under this Schedule 3B includes:
APPLICABLE TO ANNEX 3B
PAYMENT INTERMEDIATION FOR ALL DOMESTIC TRANSACTIONS IN THE USA EXCEPT FOR TRANSACTIONS WHICH ARE
2.2 Limontera doo may from time to time enable a third party (“ Payment Administrator”) to operate on the Platform for the purpose of enabling the Payment
Intermediation Service. This Annex 3C shall apply if the Intermediation Payment involves a Payment Administrator who, under a direct contractual relationship with
Guests, provides services (“Payment Administrator Services”) to Guests by (a) collecting payments from Guests with respect to those payment methods provided
by the Payment Administrator (“Processed Payments”), and (b) disbursing the collected amounts directly to Accommodations on behalf of Guests.
Annex 3C
2.17 Unless otherwise required by applicable law, the Accommodation shall invoice the Guest for the full amount of the reservation (plus or including all applicable Taxes as
required by applicable law). The Accommodation shall not invoice or send an invoice for the reservation or stay to Limontera doo. Nothing in this Agreement shall mean
or imply that Limontera doo is acting or functioning as a principal, commercial or (re)seller of the room.
(iii) at its sole discretion, Limontera doo decides that it is reasonable or equitable to refund the Guest all or part of the Room Price,
2.1 The Accommodation agrees and acknowledges that Limontera doo may offer a Payment Intermediation service.
1.2 This Schedule 3C forms an integral part of the Agreement and must be read with it. Unless otherwise stated in this Schedule 3C, the general terms and conditions
of the Agreement shall remain unchanged and in full force and effect.
2.15 In the event of insufficient funds to settle and pay all amounts owed to Limontera doo in accordance with Clause 2.14, or if Limontera doo fails to issue such an
instruction, Limontera doo is entitled to collect the relevant shortfall from the Accommodation Facility by Direct Debit (if possible) or offset against the Deposit (if relevant), or
to issue an instruction to the Accommodation Facility to pay the relevant shortfall to the bank account currently designated by Limontera doo upon first request by
Limontera doo.
1.3 Unless otherwise defined in this Schedule 3C, capitalized terms have the same meaning as set out in the Agreement. References in this Schedule 3C to clauses mean
clauses in this Schedule 3C unless otherwise stated.
2.5 Limontera doo shall not be liable for any decision of the Payment Administrator not to provide or to cease providing the Payment Administrator Services in relation to
payment(s) to the Accommodation or for any breach or delay in the performance of any obligations by the Payment Administrator in relation to the provision of
the Payment Administrator Services. Limontera doo shall not be obliged to allow the Payment Administrator to operate on the Platform or otherwise ensure that the
Payment Administrator Services are available on the Platform.
2.6 Limontera doo or the Payment Administrator may at any time terminate or suspend the availability or operation of the Payment Intermediation Service in whole or in
part in the event of any alleged or suspected payment card fraud, violation of sanctions or breach of contract in relation to the Accommodation. Limontera doo and the
Payment Administrator may share information (in accordance with each party’s privacy policy and legal obligations) relating to actual or suspected fraud or abuse of the
Payment Administrator Services.
1. Scope, definitions and interpretation
(i) The Accommodation agrees to refund the full or partial paid Room Price without the possibility of refund; or
(i) does not include a Payment Administrator who acts in any respect on behalf of the Accommodation or Limontera doo in relation to the collection of Processed Payments
for onward transmission to the Accommodation; and
3.1 The Accommodation agrees and acknowledges that due to fluctuating 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 Price
(ii) Limontera doo is obliged, in accordance with any applicable cancellation conditions or by law, court order, (quasi) governmental order or regulation, arbitration award (or
similar decision) or subpoena, to refund all or part of the Room Price; or
1.1 This Appendix 3C will not apply to payment transactions relating to reservations made after December 15, 2020. Effective December 15, 2020, such domestic payment
transactions in the U.S. will be governed by Appendix 3A. The provisions contained in this Appendix 3C will continue to apply to reservations made prior to
December 15, 2020, regardless of the timing of the payment transactions.
(ii) includes certain obligations to the Payment Administrator and certain fees paid to the Payment Administrator by Limontera doo under the agreement between the Payment
Administrator and Limontera doo, pursuant to which the Payment Administrator is authorized to provide Payment Administrator Services on the Platform that enable Guests to
make payments to Accommodations;
2.4 In order to enable the efficient and reliable functioning of the Payment Intermediation Service, the Accommodation shall provide Limontera doo with all
information required for regulatory reasons (including fraud prevention, money laundering and terrorist financing) for further transmission to the Payment Administrator.
2.9 The Payment Administrator will transfer the processed payments to the Accommodation via bank transfer or by providing the Accommodation with details of a
virtual credit card from which the relevant amount can be debited (“Virtual Credit Card”).
2.14 Limontera doo may instruct the Payment Administrator to cancel or refund any pending Processed Payment relating to the amount to be refunded or settle the relevant
amount with the Guest on behalf of the Accommodation from its own resources and may instruct the Payment Administrator on behalf of the Accommodation to refund
the amount so paid from the Processed Payments if:
2.3 Intermediate payment under this Schedule 3C:
2. Payment intermediary service
2.7 Limontera doo may (cross-)charge or claim compensation from the Accommodation for any fees, costs or expenses related to the provision of the Payment
Intermediation Service and/or Payment Administrator Services plus Taxes (if applicable). Payment is due in accordance with the terms of the invoice.
3. General rules regarding any transfer
2.16 In the event of a guest’s failure to show up for their stay or cancellation of the reservation, Limontera doo may charge a Commission from the relevant Room Price that was
collected and transferred to the Accommodation Facility. In the event of exceeding the reservation capacity, the Commission is calculated in accordance with the terms of the
Agreement.
2.8 In connection with each booking, the Room Price shall be the amount collected from the Guest and processed by the Payment Administrator for payment
to the Accommodation (and, where applicable, in accordance with the Accommodation’s payment terms and conditions relating to the relevant booking as published on the
Platform and other provisions of the Agreement). The Accommodation hereby authorises Limontera doo to provide the Payment Administrator (acting on behalf of the
Guest) with information on any amounts due to the Accommodation and when such amounts are due to the Accommodation, and information on any refunds, cancellations,
returns, disputes, balance adjustments, chargebacks or other related matters relating to any payment.
Annex 4
Annex 5
first request invoice) for the full amount of the reservation (plus or including all applicable Taxes as required by applicable laws) Accommodation
has been selected and transferred to the Accommodation Facility. In the event of exceeding the reservation capacity, the Commission is calculated in accordance with the terms and conditions
fees for additional services (e.g. breakfast) or other amounts not included in the Room Price („Excluded Items“), the Accommodation shall not charge the Guest
of Limontera doo instead of the Accommodation Facility; and
Contracts.
charge, demand payment from or collect from him any amount that has not already been included in the Room Price (except for any Excluded Items).
from the end of the month in which the Guest checked out of the accommodation, the amount of the Processed Payment to be transferred to the Accommodation using
provided bank account details.
the default placement of Accommodations in search results on its Platform. Guests can browse this default
Room prices.
sorting search results, using filters and sorting results according to selected criteria, and thus having the ability to influence the presentation
and payment of Taxes on the Commission to the relevant tax authorities. If the Accommodation does not clearly state on its page on the Platform that certain Taxes,
(i) make payment from its own resources of any amount due to the Payment Administrator to the Accommodation (“ Delayed Payment from the Payment
Administrator”), which may be delayed for any reason. If this occurs, to the extent of payment by Limontera doo, the Accommodation hereby assigns to Limontera doo all
rights it has to receive the relevant Delayed Payment from
Payment Administrator, and instructs the Payment Administrator to make payment for such Late Payment from the Payment Administrator directly
information from Limontera doo. Limontera doo will inform the Payment Administrator on behalf of the Accommodation Facility within 14 days
the facility does not invoice (or send an invoice) to Limontera doo for the reservation or stay. Nothing in this Agreement shall be deemed to
the amount it would otherwise have paid to the Payment Administrator.
parameters in algorithms prefer:
by government order or regulation, arbitration award (or similar decision) or subpoena; or
does not imply that Limontera doo acts or functions as a principal, dealer or (re)seller of any room.
the amount to be refunded and which is agreed to be payable by the Accommodation to the Guest). To the extent that Limontera doo does so, and
authorized virtual credit card, and not later when the Accommodation receives payment settlement through its clearing bank.
search results to obtain the ranking of results based on other criteria. Limontera doo uses several algorithms to create
improve conversion and click-through rate.
with reference to the amount in respect of which Limontera doo does so, the Accommodation shall pay Limontera doo as compensation
cards during the period ending 12 months after the date of the Guest’s departure from the accommodation.
the default order of search results, which is a constantly evolving process.
(i) The Accommodation agrees to refund (any part of) the fully or partially paid Room Price without the possibility of a refund; or
1. Limontera doo strives to display search results that are relevant to each Guest by providing a personalized
c. the number of bookings related to the number of visits to the Accommodation page on the Platform (“ Conversion”);
(ii) pay to the Payment Administrator any amount due from the Accommodation to the Payment Administrator or the Guest (for example, in connection with
5. Payment via virtual credit card
d. gross (including cancelled) and net (excluding cancelled) number of reservations of the Accommodation Facility.
3.2 The Accommodation shall in any event be responsible for the collection, transfer, withholding and payment to the relevant (tax) authorities (if applicable) of any
applicable Taxes and Surcharges in excess of the Room Price (including any applicable Taxes and Surcharges not included in the Room Price) and (if applicable) the
(iii) Limontera doo, in its sole discretion, decides that it is reasonable or equitable to refund the entire amount or part thereof to the relevant Guest
3.6 Limontera doo may, at its sole discretion, from time to time:
4.1 The Accommodation agrees to provide correct Bank Account details to Limontera doo for onward transmission to the Payment Administrator for the purpose of
disbursing any Processed Payment by bank transfer. The Accommodation shall cover any losses resulting from the provision of incorrect Bank Account details.
3.4 In case of no-show or cancellation of the reservation, Limontera doo may charge a Commission from the relevant Room Price, which
a. the Guest’s personal search history;
b. click-through rate from search page to hotel page;
5.2 In the event that the Accommodation receives payment via the Virtual Credit Card Payment Service, it will be irrevocably presumed that the Accommodation
has received payment from the Guest in full and that it is final settlement at the time it is
2. Limontera doo has found that the following parameters are most related to whether a Guest finds a suitable Accommodation and therefore these
(ii) Limontera doo has, in accordance with all applicable cancellation conditions or by law, court order, (quasi)
rooms (as uploaded by the Accommodation on the Platform), the Processed Payment and the amount received by the Accommodation.
4. Payment via bank transfer
3.5 Unless otherwise required by applicable law, the Accommodation will only issue an invoice to the Guest (and provide such Guest with a copy of the invoice)
5.1 The Accommodation agrees not to authorize or charge the Virtual Credit Card until the date the Guest’s reservation becomes a non-refundable reservation. The
Virtual Card is valid only for the reservation to which it was assigned and for the amount and currency stated in the confirmation of that reservation. The
Accommodation must accept the Processed Payment and must do so by charging the payment to the Virtual Credit Card.
3. Conversion and click-through rate may be influenced by various (independent) factors, including average rating (both overall rating and rating of individual
aspects), availability, conditions, (competitive) prices, quality of content and some characteristics of the Accommodation. The percentage of Commission paid by the
Accommodation or other benefits for Limontera doo (e.g. through commercial agreements with the Accommodation or strategic partners) may also have an impact on
the default position in search results. It may also be influenced by whether the Accommodation makes payments on time. The Accommodation may find
suggestions on the extranet how
3.3 The accommodation facility will reimburse Limontera doo for costs at its request if:
SEARCH RESULTS PLACEMENT
guests, the same or better amenities and extras (e.g. free breakfast, Wi-Fi, early check-in/late check-out), the same or better restrictions and conditions, such as the conditions
regarding changes and cancellations of the reservation, as available on the website, applications and call centers (including customer reservation systems) of the
Accommodation or directly at the Accommodation, at any competitor of Limontera doo (which includes any online or offline reservation system or booking agency or intermediary)
and/or at any
replaces Sections 2.2.1 and 2.2.2 in the Agreement:
(d) the customer to whom the price is offered or made available has already made at least one previous booking as a member of a closed user group), provided that
such prices are not (directly or indirectly) publicly available (made available). If a price for a closed user group is (directly or indirectly) publicly available (made available)
(by the Accommodation, a (direct/indirect) competitor of Limontera doo or on any third party (its platform) (including any (meta)search engine or price comparison
website)), Limontera doo shall be entitled to Price Parity for that price; and
or offline booking system or booking agency or intermediary) and/or any other (online or offline) third party that is
(ii) „Availability Parity“ means that the Accommodation will provide Limontera doo with such availability (i.e. rooms available for booking
in accordance with the program We will compensate the difference in price;
If the Accommodation (meaning accommodation) is located in a Country with a wide parity, notwithstanding any provisions to the contrary in
defined restrictions, where membership is not automatic and where: (a) consumers actively choose to become members, (b) any online
or the mobile interface used by members of the closed user group is password protected, (c) members of the closed user group have completed
a better price when booking directly with the Accommodation Facility or through another (third) party or through another medium or channel and
The general terms and conditions set out below shall apply to this Agreement, replacing the terms and conditions in the Agreement with the relevant numbering. The following Section 2.2.1
customer profile and
6.2.1 (iii) to the extent that no claims under or under the Price Match program are settled between the Guest
and the Accommodation Facility upon the Guest’s departure from the accommodation (by paying the lower price) and that all claims raised by the Guest relate to or are in
(online or offline) a third party that is a business partner or in any other way related or connected to the Accommodation
a business partner of the Accommodation Facility or is in any other way related or connected to it.
Price parity does not apply to prices intended for a closed group of users (“closed group of users” means a group with
5.1 (v) The room rate advertised on the Platform corresponds to the best available rate for an equivalent stay at the Accommodation and the Guest cannot obtain
on the Platform) that is at least as favorable as that provided to any competitor of Limontera doo (which includes any online
(i) „Price parity“ means the same or better price for the same accommodation, same room type, same dates, same bed type, same number of
WORDING FOR COUNTRIES WITH BROAD PARITY
2.2.1 The Accommodation shall provide Limontera doo with price and availability parity as defined below: