Services agreement

Introduction

Welcome to Duffel’s Services Agreement and thank you for using our services!

Agreement

This Services Agreement (including the Data Processing Addendum) and any order form agreed and signed with us (“Order Form”), along with the terms on which you may make use of our website (see Website Terms of Use & Acceptable Use Policy, Cookies Policy and Privacy Policy) form the basis of your agreement with us (“Agreement”). By creating a Duffel account and/or using any of Duffel’s services, you are agreeing to be bound by the terms of the Agreement. Please read the Agreement carefully before you create an account and/or sign an Order Form, as they set out your rights and obligations, as well as ours.

Parties

This is a legal agreement between an entity or person (“you”, “your”, “Merchant”), and Duffel Technology Limited (“Duffel”, “us”, ”our”, “we”) that governs your use of our services. We are incorporated and registered in England and Wales with company number 11188295, and registered office at 3rd Floor, 100 Clifton Street, London, EC2A 4TP, United Kingdom. Our registered VAT number is GB 308 8210 16. Duffel has subsidiaries around the world, and we may subcontract some services to these subsidiaries in other countries or regions outside the United Kingdom.

Services

“Services” means the services described in A to E below. Please read the relevant sections of the Agreement for each Service you are using, noting Section A always applies:

A. “Duffel Platform” - our platform, as more particularly described on our website, enables you to search, book and manage flights and other travel services (“Travel Services”) provided by airlines and other travel service providers who are available through the platform (“Suppliers”) on behalf of your customers, either end-consumers, e.g. a passenger taking the flight (“Traveller”) or corporate customers servicing end-consumers (collectively, “Customers”). Please read Section A, which describes the basis of our legal agreement for your use of the Duffel Platform to sell Travel Services. Each order you have placed for Travel Services via the Duffel Platform, as confirmed by the Supplier (“Order”) may either be Self-Managed Content or using Duffel’s Managed Content (see Section B and Section C).

B. “Self-Managed Content” - if you only use the Duffel Platform and no other Services for an Order, that Order will be considered self-managed, such that you must have your own licences and contracts (including accreditation and ticketing authority where required) with the Suppliers and Duffel shall not be responsible for ticketing, servicing or settling the Order. In addition to Section A, please read Section B which describes the basis of our legal agreement for Self-Managed Content.

C. “Managed Content” - in addition to use of the Duffel Platform, Duffel can ticket, service and settle Orders on your behalf, and you can opt to use one or all of the services described below. In addition to Section A, please read Section C which describes the basis of our legal agreement when using Duffel’s Managed Content.

• Ticketing authority: Duffel will act as your licensed travel agent under ours (or our partner’s) agency accreditation (e.g. IATA) and ticketing authority, and therefore us (or our partner) will be the agent of record;
• Servicing: Duffel will provide travel support to you to resolve issues with the Orders; and/or
• Settlement: Duffel will settle the Orders with the Suppliers via approved forms of payment.

D. “Duffel Payments” - Duffel provides a tailored payment solution to enable you to collect funds from your Customers via the Duffel Platform. In addition to Section A, please read Section D which describes the basis of our legal agreement for your use of Duffel Payments.

E. “Duffel Links” - Duffel provides a white label solution. It enables you to generate a link where your Customers will be able to access our shopping experience, customised to match your brand. In addition to Section A, please read Section E which describes the basis of our legal agreement for your use of Duffel Links.

F. “Stays API” - Duffel provides access to the Stays API included in the Duffel Platform that enables you to search, book and manage accommodation. For the avoidance of doubt, any service provider(s) that Duffel connects to in order to access accommodation content are each considered a “Supplier” under the Agreement.

Contact:

If you have any questions, please get in touch by writing to us at legal@duffel.com and we will be happy to assist.

Section A: General Terms and Conditions

1. Access to the Duffel Platform

1.1 Account registration: Before using our Services, you must register with Duffel and create a Duffel account (“Account”). To register for an Account, you must provide us with certain information to complete our know your customer (“KYC”) processes. You acknowledge and accept that information provided by you may be checked and/or verified by Duffel or a third party appointed by Duffel. Until we have reviewed and approved all such information (“Verification”), your Account will be available to you on a preliminary basis only, such that you can only access a test environment to create secure credentials to access the Duffel Platform e.g. username and password (“Access Tokens”), test the Duffel Platform, and build an integration between your platform and the Duffel Platform.

1.2 Company information: You warrant, represent and undertake that all information provided to Duffel by you (or on your behalf) is complete and accurate. You agree to keep the information in your Account up-to-date and to promptly provide us with full details of any changes to your business, in particular to notify us in writing of any deterioration of your financial position. If any information provided by you or on your behalf to Duffel is incomplete, inaccurate, out-of-date or has been misrepresented, Duffel reserves the right, without liability to you and without prejudice to any other rights or remedies we may have under the Agreement or otherwise, to terminate the Agreement with immediate effect and/or to suspend your access to the Services.

1.3 Account activation: Following Verification, Duffel will confirm that all steps have been completed to register your Account and you are activated as a merchant within Duffel’s live production environment, such that you can start creating Orders (“Go-Live”). As of the Go-Live date, Duffel grants a non-exclusive, non-transferable right, without the right to grant sub-licences, for you and your Authorised Users to access and use the Duffel Platform during the term of the Agreement solely for your business operations. “Authorised Users” means your employees, agents and independent contractors who form part of your organisation or your group company who are authorised by you to access your Account. You shall use your best efforts to ensure your Authorised Users comply with the terms of this Agreement and shall be liable for all acts and omissions for any Authorised Users.

1.4 Dashboard: Depending on the restrictions set for each Authorised User, their account profile can be used to manage the Account settings and preferences, enable additional features, generate Access Tokens, create, cancel or otherwise manage Orders, view the activities of other Authorised Users, and/or see the Order history (“Dashboard”). You are solely responsible for reconciling the information in the Dashboard generated by your use of the Duffel Platform with your record, and for identifying any errors.

1.5 Unauthorised access: You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Duffel Platform and, in the event of any such unauthorised access or use, you shall immediately notify us in writing.

1.6 Account activity: If at any time while using the Services, you become aware that any information or activity in your Account, viewable at all times via the Dashboard, is incorrect you shall immediately notify us in writing. Duffel shall not accept any liability for any damage or loss caused by: (i) your failure to inform us of any suspected errors or inconsistencies in relation to your Account; (ii) errors or omissions in any information, instructions or scripts provided to Duffel in connection with the Services; or (iii) any actions taken by Duffel at your direction.

2. Your Obligations

2.1 Documentation & Policies: You shall use the Services solely in accordance with: (i) the documentation made available to you by Duffel, and as amended, from time to time, including the Duffel Help Centre, Duffel Platform documentation, any network and system specifications, and other pages on our website (collectively, “Documentation”); and (ii) the Duffel business policies and/or any policies of the Supplier (if any) made available to you by Duffel, and as amended, from time to time (“Policies”). Except as expressly provided in the Agreement, you assume sole responsibility for results obtained from the use of the Services and the Documentation, and for conclusions drawn from such use.

2.2 Fair usage: You shall not use the Services in such a way that Duffel believes (acting reasonably) has or is likely to have an adverse impact on the Services (including without limitation excessive calls to the Duffel Platform and an excessive Search-to-Order Ratio, where “Search-to-Order Ratio” means the ratio calculated by the total number of calls to the Offer Request end-point of the Duffel Platform (“Searches”) divided by the total number of Orders in any given time period). Note the Search-to-Order Ratio is calculated separately for the Flights API and the Stays API, and for the avoidance of doubt zero Orders shall be treated as one Order for the purposes of the Search-to-Order Ratio. Duffel reserves the right to monitor and apply a cap on your usage. This cap is necessary to facilitate our Agreement with our Suppliers. Where you exceed this cap Duffel may provide you notice and within two (2) days of receiving such notice you must reduce your volume of Searches to a reasonable rate, otherwise we reserve the right to suspend your access to all or any part of our Services.

2.3 Warranties: You warrant, represent and undertake that: (i) you have full right, power and authority to enter into the Agreement; (ii) you have and shall maintain all licences, consents, accreditations and permissions necessary to use our Services to offer the Travel Services and to perform your obligations under this Agreement; and (iii) you shall at all times comply with all applicable laws in your use of the Services, including to offer the Travel Services and create Orders.

2.4 Restricted activities: You shall not (except as allowed by any applicable law which is incapable of exclusion by agreement between the parties and/or except to the extent expressly permitted under the Agreement):

a. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or

b. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or

c. access all or any part of the Services in order to build a product or service which competes with the Services and/or use the Services and/or Documentation to provide services to third parties, other than the services you provide to your Customers as envisaged by this Agreement; or

d. access or use the Services for metasearch purposes (including to build a metasearch on top of the Duffel Platform and/or to redistribute to a metasearch platform); or

e. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party (or assist third parties in obtaining accessing to the Services) except for the Authorised Users; or

f. introduce or permit the introduction of: (i) any software code, file, virus, worms, trojan horses, malware or similar items which may prevent, impair or otherwise adversely affect access to or the operation of any computer software, hardware, device, network, or any other service, any programme or data, or the user experience; or (ii) a weakness in the computational logic (e.g. code or architecture of the system) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability to the relevant network and information systems; or

g. access, store, distribute or transmit any unlawful, harmful, defamatory or obscene material during the course of your use of the Services, and shall not do, cause or authorise to be done anything that in Duffel’s reasonable opinion would adversely affect the reputation or goodwill associated with Duffel or otherwise bring Duffel into disrepute; or

h. use your Account and/or the Services for illegal transactions or in connection with illegal activity of any kind; or

i. use any Services to order from, or on behalf of, persons or entities in a country embargoed, blocked, or defined by any government, including those on sanction lists identified by the United Kingdom, the European Commission or by the United States Office of Foreign Asset Control (OFAC); or

j. use the Services to create speculative or sham Orders, reserve seats in anticipation of demand, and/or do any other abusive practices,

and if you become aware of any Authorised User conducting a restricted activity, you shall immediately notify us in writing.

2.5 Co-operation: You acknowledge that Duffel’s ability to provide the Services at the agreed standard is dependent upon your full and timely cooperation, as well as the accuracy and completeness of any information and data which you provide to Duffel.  Accordingly, you shall provide Duffel with all necessary access to such information and data as may be required by Duffel from time to time in order to provide the Services, including your identity, ownership, financial information, and security access information. You shall carry out all your responsibilities as set out in the Agreement in a timely and efficient manner.

3. Our Obligations

3.1 Service standard: Subject to you complying with your obligations in the Agreement, Duffel shall provide you the Services substantially, and to the greatest extent possible, in accordance with the terms of this Agreement. The foregoing shall not apply to the extent any non-conformance is caused by your use of the Services contrary to Duffel's instructions, or modification or alteration of the Duffel Platform by any party other than Duffel or its duly authorised representatives. Duffel may introduce new products, functionalities or features in the Duffel Platform, as tracked in the change log, and Duffel reserves the right to charge additional fees for your use of these where, in Duffel’s reasonable opinion, they materially improve the functionality of the Duffel Platform and/or offering of the Services.

3.2 Warranties: Duffel warrants, represents and undertakes that: (i) it has full right, power and authority to enter into the Agreement; and (ii) it is the owner or authorised licensee of the software contained in the Duffel Platform.

3.3 Duffel Platform support: We will provide you with standard support services as set out in our Documentation to resolve issues with the use of the Duffel Platform and your Account. The Documentation is the most efficient way to get answers to your questions; however if you still have questions after reviewing the Documentation, please contact Duffel support at help@duffel.com. All Order related issues, where possible, must be resolved via the Duffel Platform including, but not limited to, voids, changes and cancellations. Duffel is not responsible for providing support to Customers.

4. Fees & Payment

4.1 Fees: The fees payable for access to the Services will be based on the pricing plan displayed in your Dashboard, and shall include fees for all the Services you are consuming through the Duffel Platform (“Fees”). For information on our standard pricing, please refer to our Pricing Page which is incorporated into this Agreement. If you have any questions about which Fees apply to which Services please contact us. We shall be entitled to revise our Fees at any time by giving you thirty (30) days’ prior written notice.

4.2 Payment: Unless agreed otherwise in writing, Duffel shall charge the card on file in your Account (go to Dashboard>Settings>Usage and billing) on a monthly basis for the Fees due.

4.3 Late payment: If Duffel has not received payment on the due date, and without prejudice to any other rights and remedies we may have, interest shall accrue on a daily basis at an annual rate equal to two per cent (2%) over the then current base lending rate of Duffel's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4 Taxes: Our Fees are exclusive of any applicable taxes such as value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes, or other charges which shall be added to your invoice, where appropriate and at the appropriate rate. You shall pay all taxes, fees and other charges imposed by any governmental authority in connection with the Services provided under the Agreement.

4.5 Set-off: Duffel may at any time, set off any of your liability against any liability of Duffel to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, Duffel may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Duffel of its rights under this clause shall not limit or affect any other rights or remedies we may have under the Agreement or otherwise.

4.6 Fines: In addition to the Fees, you are responsible for any penalties or fines imposed on you by Duffel or by a Supplier resulting from your use of our Services in a manner not permitted by the Agreement or any other rules stipulated by the Suppliers.

5. Suppliers & Travel Services

5.1 Suppliers: You acknowledge and agree that the Suppliers (and Suppliers’ content) available via the Services is subject to change. Duffel may immediately suspend or limit your access to a particular Supplier and its content upon request from such Supplier. You shall only make available the Supplier and its content as authorised (e.g. adhere to closed-user group restrictions).

5.2 Travel Service T&Cs: The standard terms and conditions (e.g. conditions of carriage and privacy notice) of the Supplier (“Travel Service T&Cs”) apply to the provision of the Travel Services and therefore to all Orders. Please take your time to read and understand the Travel Service T&Cs. As the contract for the provision of Travel Services is between the Supplier and the Traveller, you shall ensure the acceptance of the Travel Service T&Cs by the Traveller prior to completion of the Order, and where there are multiple Travellers under one Order, you shall ensure the Traveller making the Order confirms they have the authority to act on behalf of all Travellers in the Order. Duffel can direct you to the Travel Service T&Cs upon request.

5.3 Responsibility for Travel Services: At all times, the relevant Supplier shall be responsible for providing the Travel Services to the Traveller. You acknowledge and agree that you offer the Travel Services to your Customers solely at your own risk and Duffel shall not be responsible for any default, defect, delay or failure in any supply of the Travel Services by any Supplier or for any losses suffered or incurred by you, your Customers or any Traveller (directly or indirectly) as a result of any act or omission of the Supplier. Except to the extent expressly set out in the Agreement, Duffel makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the Suppliers, Travel Services and Orders (including information about the Travel Services, the actual provision of the Travel Services, and/or for the insolvency of the Supplier).

5.4 Supplier requirements: You shall comply with the following Supplier requirements and shall rectify any non-compliance within five (5) days of Duffel’s notification. Any failure to rectify such non-compliance shall entitle Duffel to suspend your access to the Services, without liability to you and without prejudice to any other rights or remedies we may have under the Agreement or otherwise.

a. You shall provide complete and accurate information for the Traveller for Orders made via the Services (including the Traveller name, address, birth date, and the telephone number and email address for at least one Traveller per Order to enable the Supplier to contact the Traveller about their Order), and you shall inform the Traveller that such information is being shared with the Supplier.

b. You shall provide a timely booking confirmation (in the format, and including the information, stipulated by the Supplier) to the Traveller and keep the Traveller updated regarding any changes and/or cancellations.

c. Fares for one Supplier must be displayed in accordance with any Supplier fare rules and in an unbiased manner compared to the fares of other Suppliers. You shall not do anything that disfavours or discriminates against one Supplier when compared with other Suppliers.

d. The Order cost shown to the Traveller will differentiate the fare (or ancillary) price from any other taxes, fees and charges. You shall comply with any other required disclosures stipulated by Suppliers in connection with the offering and/or presentation of a Travel Service.

e. You shall ensure that, where relevant, all Orders are protected (and labelled as protected) by applicable laws in the territory in which the Traveller is established (e.g. the Package Travel Directive (2015/2302/EU)).

f. All Orders will be searched, booked, ticketed, changed and cancelled in compliance with the Suppliers’ rules and policies, including: (i) making sure married segments are not broken; and (iii) segments have been booked in the correct order. Similarly, where using Supplier’s branding, data or other property this shall be used in accordance with the Suppliers’ rules and policies.

6. Intellectual Property Rights

6.1 “Intellectual Property Rights”: means (i) patents, rights to inventions, designs, copyright and related rights, database rights, trade marks, related goodwill and the right to sue for passing off and/or unfair competition and trade names, in each case whether registered or unregistered; (ii) proprietary rights in domain names; (iii) rights to use, and protect the confidentiality of, knowhow, trade secrets and confidential information; (iv) applications for, and rights to apply for and be granted registrations, including extensions and renewals of, and rights to claim priority from, any of the foregoing rights; and (v) all other rights of a similar nature or having an equivalent effect now or in the future anywhere in the world.

6.2 Ownership: You acknowledge and agree that all Intellectual Property Rights in and to the Duffel Platform and the other Services, the Documentation, the Duffel website and any other content made available to you via the Services (“Content”) are the exclusive property of Duffel and/or its licensors. Except as expressly stated herein, the Agreement does not grant you any rights to, under or in, the Content and you may not use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, transmit, or otherwise exploit any Content, unless expressly permitted under this Agreement.

6.3 Branding: You hereby grant Duffel a non-exclusive, revocable, worldwide, royalty-free licence to use your branding on our website and other marketing materials. Where you do not wish to grant such a right to Duffel you may notify us in writing. All Intellectual Property Rights in and to the branding licensed under this clause shall remain your property. Subject to your compliance with this Agreement, Duffel may grant to you, only where explicitly agreed in advance, a non-exclusive, limited and revocable licence to use its branding in any marketing material or announcement in respect of the Services.

7. Indemnity

7.1 Merchant indemnity: You shall defend and indemnify Duffel (including our affiliates, and each of their respective directors, officers, employees, agents, and representatives) from and against all claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with yours (or your Authorised Users’) use of the Services contrary to the terms of this Agreement, provided that you are given prompt notice of any claim and sole authority to defend or settle such claim. Duffel shall provide reasonable co-operation in the defence and settlement of such claim at your expense.

7.2 Duffel indemnity: Subject to clause 7.3, Duffel shall defend and indemnify you (including your affiliates, and each of their respective directors, officers, employees, agents, and representatives) from and against all claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with infringement of a third party’s Intellectual Property Rights arising out of your use of the Duffel Platform, provided that (i) you give Duffel prompt notice of any claim and sole authority to defend or settle such claim; (ii) you do not make any admission of liability, agreement, settlement, or compromise in relation to any claim without Duffel’s prior written consent; and (iii) you provide all reasonable co-operation in the defence and settlement of such claim at Duffel’s expense.

7.3 The indemnity under clause 7.2 shall not apply if the infringement is based on: (i) an unauthorised modification of the Duffel Platform; (ii) your use of the Duffel Platform in a manner contrary to the instructions given by Duffel; or (ii) your use of the Duffel Platform after notice of the alleged or actual infringement from Duffel or any appropriate authority. In the defence or settlement of any claim, Duffel may at its sole expense and option: (i) procure the right for you to continue using the Duffel Platform; or (ii) replace or modify the Duffel Platform so that it becomes non-infringing without affecting the basic functionality of the Duffel Platform, provided, however, that if (i) and (ii) are not practicable (following Duffel’s best endeavours), Duffel may, in its sole discretion and without any additional liability, terminate this Agreement with respect to such Services by giving you thirty (30) days written notice and the indemnity set out in clause 7.2 shall cease to apply on the date of termination (save for any accrued rights, remedies, obligations or liabilities up to the date of termination).

8. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

8.1 As-Is: The Services and the Documentation are provided to you on an "as is" basis. All warranties, representations, conditions and all other terms of any kind whatsoever, whether implied, statutory, or arising out of custom are, to the fullest extent permitted by applicable law, excluded from the Agreement. Without limiting the generality of the foregoing, Duffel makes no representation or warranty: (i) that the Services will meet your requirements, be uninterrupted, error-free or free from vulnerabilities; (ii) in respect of the Suppliers or Travel Services; and (iii) that the Services shall comply with any network and information security and other cybersecurity requirements at law which are not applicable to Duffel. Duffel is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such facilities.

8.2 Exclusions: Nothing in the Agreement excludes or limits the liability of either party for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) your payment obligations hereunder; and/or (iv) anything else that cannot be excluded at law.

8.3 Consequential losses: Subject to clause 8.2, neither party shall be liable whether in contract (including under any indemnity), tort (including for negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill, loss or corruption of data or information, or for any special, indirect or consequential loss however arising under the Agreement.

8.4 Cap: Subject to clauses 8.1 to 8.3, Duffel's total aggregate liability in contract (including under any indemnities), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Fees paid by you to Duffel during the twelve (12) months immediately preceding the date on which the claim arose.

9. Term & Termination

9.1 “Term”: The Agreement shall commence on the date you create an Account or the date the parties sign an Order Form (“Effective Date”) and shall continue until terminated in accordance with this Agreement.

9.2 Termination for convenience: Either party may terminate this Agreement at any time by providing thirty (30) days prior written notice to the other party.

9.3 Termination for cause: Duffel may terminate this Agreement, and/or suspend your access to all or any part of the Services, with immediate effect by giving written notice:

a. if you commit a material breach of any term of the Agreement which is irremediable, or if such breach is remediable you fail to remedy that breach within a period of thirty (30) days after being notified in writing to do so. An irremediable material breach includes, but is not limited to, failure to pay within five (5) days of Duffel’s late payment notice, removal of your required licences/accreditation (e.g. your ticketing authority is removed), or if any Authorised User uses the Services in any manner in which Duffel, acting reasonably, believes is unlawful or may adversely impact another person’s use of the Services (including any restricted activity under clause 2.4 or an unreasonable (in Duffel’s opinion) rate of fraudulent orders/transactions via the Duffel Platform); or

b. upon the occurrence of an Insolvency Event, where “Insolvency Event” means you suspend, or threaten to suspend, your business or payment of your debts, or are unable to pay your debts as they fall due, you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, steps are taken by you or a third party towards your winding up or the appointment of an administrator, or any event occurs, or proceeding is taken, with respect to you that has an effect equivalent or similar to any of the foregoing events.

9.4 Consequences of termination: On termination of the Agreement for any reason:

a. all licences and rights granted hereunder shall immediately terminate, you shall immediately cease all use of the Services, and Duffel may immediately suspend or terminate access to your Account;

b. all outstanding unpaid Fees (and interest if applicable) become immediately payable;

c. you will return or delete (at the election of Duffel) all Duffel property in your possession. Duffel may destroy or otherwise dispose of any of your data in its possession, unless Duffel receives, no later than ten (10) days after the effective date of the termination of the Agreement, a written request for the delivery of the then most recent back-up of your data. Duffel shall use reasonable commercial endeavours to deliver the back-up to you within thirty (30) days of its receipt of such a written request, provided that you have, at that time, paid all sums outstanding (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Duffel in returning or disposing of your data;

d. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

e. all provisions which are intended by their nature to survive termination shall continue in full force and effect, including clause 6 (Intellectual Property Rights), clause 7 (Indemnity), clause 8 (Limitation of Liability) and clause 10 (Confidentiality).

10. Confidentiality

10.1 “Confidential Information”: means confidential or proprietary information disclosed by a party or its representatives to the other party relating to the provision or use of the Services, regardless of the format and whether designated as confidential, including without limitation any Order Form, the details of the Services, the results of any performance tests of the Services, and all statistics shared with you in relation to the Stays API (including Order volume, usage statistics, ranking data, information in respect of Rate, product and availability parity, pricing policies, conversion data and volume of click-throughs), but shall exclude information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Restricted access: Each party may be given access to Confidential Information from the other party in order to perform its obligations. Each party shall hold the other's Confidential Information in confidence and not make it available to any third party, or use it for any purpose other than the implementation of the Agreement. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the Agreement.

10.3 Permitted disclosure: Each party shall be entitled to disclose Confidential Information of the other party to its affiliates, employees, officers, professional advisers and auditors solely on a need-to-know basis (“Representatives”), and provided such Representatives are bound by obligations of confidentiality. Each party shall be responsible at all times for the acts and omissions of such Representatives in respect of the Confidential Information as though they were its own acts or omissions.

10.4 Mandatory disclosure: A party may disclose Confidential Information to the extent it is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible. Where notice of disclosure is not prohibited and is given, each party shall take into account the reasonable requests of the other party in relation to the content of such disclosure.

11. Data & Privacy

11.1 Your data: You shall own all right, title and interest in and to all of your data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data. In the event of any loss or damage to your data, your sole and exclusive remedy against Duffel shall be for Duffel to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up maintained by us in accordance with our backup policies per Duffel’s Information Security Management System (ISMS). Duffel  shall not be responsible for any loss, destruction, alteration or disclosure of your data caused by any third party (except those third parties sub-contracted by Duffel to perform services related to data maintenance and back-up).

11.2 Your personal data: We are certain that the protection of personal data is as important to you as it is to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the personal data that you provide to us in your Account and in your use of our website. You agree to the terms of our Privacy Policy, which we may update from time to time.

11.3 Order data: The parties agree to comply with the Data Processing Addendum attached to this Agreement in respect of personal data processed for the Orders.

11.4 Cardholder data: In accordance with the Payment Card Industry Data Security Standards (“PCI-DSS”) requirements that apply to us, Duffel acknowledges its responsibility for the security of any cardholder data it handles, stores, processes, or transmits (or where it could impact the security of such cardholder data and the cardholder data environment).

12. General

12.1 Exclusivity: This Agreement shall not prevent Duffel from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

12.2 Publicity: Neither party shall announce the Agreement publicly without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) and in the event of consent, the parties shall provide reasonable co-operation to each other to agree the wording and form of the announcement.

12.3 Force majeure: Duffel shall have no liability to you under the Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the Duffel workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, natural disaster, epidemics or pandemics (including the ongoing effects of Covid-19), riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. In the event a force majeure event affecting Duffel’s performance continues for seven (7) days, Duffel shall be entitled to terminate the Agreement by giving you thirty (30) days written notice.

12.4 Variation: Save as otherwise set out in the Agreement, Duffel shall have the ability to update, remove or add to the terms of the Agreement at any time and such changes shall deem to take effect from the date such update is made. We will provide you with written notice of any such changes via electronic means (via email, the Dashboard etc.). Your continued use of our Services after a change has been made will constitute your acceptance of such changes. The most current version of the Agreement is and will continue to be available on our website.

12.5 Waiver: A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.6 Rights and remedies: Except as expressly provided in the Agreement, the rights and remedies provided are in addition to, and not exclusive of, any rights or remedies provided by law.

12.7 Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.8 Entire agreement: The Agreement and all documentation that is referenced constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.  Each party acknowledges that in entering into the Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or misstatement based on any statement in the Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

12.9 Assignment: You shall not, without the prior written consent of Duffel (such consent not to be unreasonably withheld or delayed), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. Duffel may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.  This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

12.10 Partnerships: Nothing in the Agreement is intended to or shall operate to create a partnership unless expressly agreed between the parties.

12.11 Third party rights: The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assignees) pursuant to the Contracts (Rights of Third Parties) Act 1999, save that you agree that any losses incurred by an affiliate of Duffel under or in connection with the Agreement shall be deemed to have been suffered, and shall be recoverable, by Duffel, but where it is not possible for Duffel to recover the losses, the relevant affiliate may claim against you.

12.12 Notices: Any notice regarding the Services, required to be given under the Agreement or those required by law shall be provided to you through our website, via your Duffel Account or by mailing such notices to the email or physical address provided to us in your Duffel Account. We will consider a notice to have been received by you within 24 hours of the time a notice is either posted to our website or emailed to you. All notices sent by you to Duffel under or in connection with this Agreement shall be sent to legal@duffel.com.

12.13 Interpretation: The headings to clauses and paragraphs are inserted for guidance only and shall not affect the meaning or interpretation of any part of this Agreement. In this Agreement. “including” means “including, without limitation,” and “include” and related expressions such as “in particular” shall be construed accordingly.

13. Governing Law & Jurisdiction

13.1 Governing law: The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.2 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Section B: Self-Managed Content

If using Self-Managed Content, you agree to be bound by the additional terms and conditions set out in this Section B. If you are using some elements of the Managed Content, please refer to Section C instead of this Section B.

14. Self-Managed Content

14.1 No agency: You acknowledge and agree that: (i) Duffel shall not operate as your agent and neither party shall be authorised to make or enter into any commitments for and on behalf of the other party; and (ii) you, not Duffel, shall be responsible for ticketing, servicing and settling your Orders.

14.2 Ticketing authority: If required to sell the Travel Services, you shall have your own International Air Transport Association (“IATA”) (and/or Airlines Reporting Corporation (“ARC”) if selling in the US) accreditation, ticketing authority, and contracts with the Suppliers. You shall at all times comply with: (i) the terms and conditions of your contract with the Suppliers; and (ii) the relevant rules and regulations for your accreditation and ticketing authority, including the terms and conditions of the IATA Passenger Sales Agency Agreement, all IATA resolutions, ARC Agent Reporting Agreement and Billing and Settlement Plan (“BSP”) manual (collectively, “Governing Travel Agent Agreements”).

14.3 Servicing: You are solely responsible for servicing the Orders i.e. providing support to your Customers, managing changes and cancellations to the Travel Services, or raising other queries and concerns directly with the Suppliers in accordance with the Travel Service T&Cs, Governing Travel Agent Agreements, and/or any other rules stipulated by the Suppliers. If there is any problem during the provision of the Travel Services this must be reported to the Supplier immediately.

14.4 Settlement: You shall pay the Suppliers, and issue any refunds, using an approved form of payment and in accordance with the Travel Service T&Cs, Governing Travel Agent Agreements, and/or any other rules stipulated by the Suppliers. Where relevant, you shall authorise the BSP or ARC to pass details of all of your BSP or ARC revenue on to the Suppliers. If your form of payment includes credit card passthrough, you expressly authorise us to pass the Customer’s card details on to the Suppliers and your collection, and provision to Duffel, of such card details shall be in accordance with all applicable laws.

Section C:  Managed Content

When using Duffel’s Managed Content, you agree to be bound by the additional terms and conditions set out in this Section C. If you are only using some elements of the Managed Content, please refer to the relevant sections below.

15. Ticketing authority

15.1 Agency appointment: You hereby appoint Duffel to act as your licensed agent for the purposes of searching and ticketing Orders for Travel Services to be provided by the Suppliers. All Orders shall be made using Duffel’s agency accreditation and ticketing authority (where required), such that Duffel (or IATA/ARC) shall issue the tickets for Orders, provided the Order has been confirmed by the Supplier. For the avoidance of doubt, the licensed agent may be Duffel Technology Ltd (UK) or our subsidiary (e.g. Duffel Travel US Inc.) depending on your point of sale. Duffel shall maintain the licences, consents, accreditations and permissions necessary to provide the Managed Content.

15.2 TOMS: Duffel operates under a disclosed agency arrangement which as per UK legislation and HMRC guidance confirms that the Tour Operators Margin Scheme (“TOMS”) does not apply to any Travel Services sourced by Duffel. Both parties to the Agreement agree and acknowledge that Duffel is neither a “principal” nor an “undisclosed agent” for the purposes of TOMS and that TOMS does not apply to the provision of Managed Content.

15.3 ATOL: The Travel Services sourced by Duffel as an agent for your benefit and at your instruction are exempt from the scope of the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 (“ATOL Regulations”).

15.4 Governing Travel Agent Agreements: You acknowledge and agree that Duffel’s authority to ticket Orders is limited to the rights granted to it under its agency accreditation and ticketing authority. Where Duffel notifies you that you are acting contrary to the Governing Travel Agent Agreements and/or our contracts with the Suppliers, you shall rectify this within five (5) days of the notification date. Any failure to rectify such non-compliance shall entitle Duffel to suspend your access to the Services, without liability to you and without prejudice to any other rights or remedies we may have under the Agreement or otherwise.

16. Servicing

16.1 Changes/Cancellations by You: You may void, change or cancel Orders within your Account. If you encounter difficulties or have questions, please contact Duffel support who will be happy to advise you via help@duffel.com. If you request Duffel services an Order where the servicing functionality is available for you to action in your Account, Duffel may charge a reasonable fee for such servicing. Changes or cancellations can only be accepted in accordance with the Travel Service T&Cs, Governing Travel Agent Agreements, and/or any other rules stipulated by the Suppliers, and the Supplier may charge a void, change or cancellation fee. All price adjustments and charges imposed by the Supplier will be deducted from your Balance. Pursuant to clause 3.3, all Order related issues, where possible, must be resolved via the Duffel Platform. If you void, change or cancel an Order outside of the Duffel Platform, Duffel shall not be liable for any such void, change or cancellation and shall not be responsible for servicing such Order.

16.2 Changes/Cancellations by the Suppliers: Duffel shall inform you of any changes or cancellations made to an Order by the Supplier as soon as reasonably possible after Duffel becomes aware of such change or cancellation. As an agent, Duffel accepts no liability for any changes or cancellations made to any Order by the Supplier; however we shall use our best efforts to support you in any way to resolve these changes or cancellations. If, as part of any such changed or cancelled Order, the Supplier offers alternative arrangements or a refund, you must let Duffel know whether you wish to accept the alternative arrangements within the timeframe stipulated by the relevant Supplier.

16.3 Complaints: Duffel may assist in addressing any complaints you, your Customers and/or the Traveller may have to the Supplier before, during or after performance of the Travel Services; however, you acknowledge that Duffel is not responsible for managing or resolving any disputes between: (i) you, your Customers and/or the Traveller; and (ii) the Supplier.

16.4 Post-termination: Following termination of the Agreement, Duffel may, at your request, service existing Orders made prior to the date of termination until the final Order is fulfilled (e.g. the Traveller has completed the last leg of their flight).

17. Settlement

17.1 Balance: By virtue of Duffel’s obligations to the Supplier when acting as the licensed agent, Duffel is liable to settle all funds for Travel Services ordered within your Account. Unless an alternative settlement arrangement has been agreed, the use of Managed Content is therefore dependent on there being sufficient funds in your Account (“Balance”) to cover the costs of Travel Services ordered. Duffel shall pay all funds owed to the Suppliers by automatically deducting such sums from your Balance and you hereby expressly authorise Duffel to remove the sums from your Balance to pay the Suppliers. Where there are insufficient funds in your Balance for the payment of the Travel Services, Duffel reserves the right to reject the order request. On termination of the Agreement for any reason, Duffel shall repay any funds in your Balance to you, less any bank or transfer charges and any unpaid Fees.

17.2 Top-up: You shall ensure there are sufficient funds in your Balance to cover the costs of Travel Services ordered by paying a deposit (the amount to be reasonably determined by you) at Account Activation and ensuring the Balance is topped-up. Any top-up is subject to normal bank processing timelines. Please contact us if you wish to remove any funds from your Balance. If the Balance is not topped-up and/or no Travel Services are ordered for a period of time which, in Duffel’s reasonable opinion, suggests that you no longer wish to make use of the Services, then the Account shall be treated as dormant, and any sums in the Balance shall be repaid to you, less any bank or transfer charges and any unpaid Fees. Where Duffel does not have your bank details and has used reasonable efforts to contact you and arrange such repayment with no response, the funds in your Balance shall revert to Duffel.

17.3 Balance currency: Duffel may offer the ability to have funds deposited, tracked and settled in a chosen currency, as selected when creating your Account (“Balance Currency”), and all offers for Travel Services will be presented via the Duffel Platform in the Balance Currency. Duffel manages currency conversion within the Duffel Platform and we will identify, at the time of the Order, the conversion rate that will apply to each Order. If an Order is cancelled or refunded, the conversion rate that will apply will be the original rate as at the Order date. Duffel reserves the right to include a transaction fee for currency conversion services to ensure that we limit the financial risk associated with foreign exchange transactions to the greatest extent possible.

17.4 Refunds: Duffel will only issue refunds to you for voided, changed or cancelled Orders if and once the sums have been received by Duffel from the Supplier. Refunds will be automatically added to your Balance.

18. Managed Content Fee

18.1 In consideration for providing the Managed Content, Duffel may charge additional fees (“Managed Content Fee”), which may be calculated as a percentage of the total gross value of all Orders using Managed Content (“Managed Content Order Value”). The Managed Content Fee will be based on the pricing plan displayed in your Dashboard. Unless agreed otherwise in writing, the Managed Content Fee will be payable in accordance with clause 4, but if there is no valid card on file Duffel shall be entitled to deduct all Fees payable from your Balance.

Section D:  Duffel Payments

When using Duffel Payments you agree to be bound by the additional terms and conditions set out in this Section D.

19. Duffel Payments

19.1 Stripe: Payment processing services used by you via the Duffel Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to use our Services, you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of us enabling payment processing services to you through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share business and transaction information related to your use of the payment processing services provided by Stripe. Please read the Stripe Services Agreement carefully as it includes information about additional responsibilities on you as a merchant using payment processing services (including PCI compliance and your relationship to Stripe).

19.2 Duffel shall use the funds from Duffel Payments to settle with the Suppliers in accordance with clause 17, and shall leave your commission for each Order (and any other funds not related to the Travel Services, e.g. for a hotel not made available by Duffel) in your Balance.

19.3 Duffel excludes its liability for chargebacks, disputes, refunds and Supplier insolvency and reserves the right to pass on any additional fees incurred by us on your behalf as part of Duffel Payments.

19.4 You are responsible for ensuring that the fees you charge your Customers are sufficient to cover: (i) any amounts due to Suppliers for Travel Services booked, including any associated FX charges; and (ii) the Fees due to Duffel under this Agreement. Duffel reserves the right to recover monies owed to us via your Balance or, if there are insufficient funds in your Balance, to invoice you accordingly.

Section E: Duffel Links

When using Duffel Links you agree to be bound by the additional terms and conditions set out in this Section E. Note Duffel Links automatically includes Duffel Payments so please refer to Section D as well.

20. Duffel Links

20.1 Duffel grants you a non-exclusive, non-transferable licence to incorporate and display the Duffel Links on your platform.

20.2 You shall provide the Traveller with all information required by law, including your contact information, booking terms and conditions and Travel Service T&Cs. Whilst Duffel provides the link to the shopping experience you acknowledge and agree that the contract of sale is directly between you and the Traveller. Duffel will not be the seller or merchant or record and shall have no responsibility or liability for your sale of Travel Services via Duffel Links.

20.3 You shall use all reasonable endeavours to prevent any illegal or other unauthorised use (including the restricted activities under clause 2.4) of Duffel Links and if you become aware of any such use you shall notify Duffel immediately.

Section F: Stays

When using the Stays API you agree to be bound by the additional terms and conditions set out in this Section F.

21. Payment of Profit Share

21.1 “Profit Share” means the amount payable to you for each Order via the Stays API which has resulted in the actual provision of Travel Services (e.g. hotel check-out) as confirmed by the Supplier (“Materialised Order”), calculated as a percentage of the gross revenue actually received or retained by Duffel for Travel Services after an Order becomes a Materialised Order, exclusive of any amounts paid to the Suppliers, taxes, fees and other government charges, processing or service fees, discounts, refunds, credit card processing fees, rebates, and adjustments due to credit card fraud or bad debt or any other reason for a customer chargeback. For the avoidance of doubt, no Profit Share is payable to you where Duffel has not received any revenue for the Order e.g. if it is a non-commissionable rate. The Profit Share shall be as agreed between the parties in writing.

21.2 Subject to Duffel’s receipt of commission from the Suppliers, Duffel shall pay you the Profit Share on a monthly basis within 10 working days (meaning any day other than a Saturday, Sunday or public holiday in the United Kingdom) of the beginning of the calendar month for all Materialised Orders with a checkout / completion date in the preceding calendar month. Duffel shall not be required to pay any Profit Share to you unless the total amount owing to you in the relevant calendar month is greater than or equal to USD $25. The Duffel Platform shall be conclusive evidence in respect of the Orders generated and the amount of Profit Share (and any other taxes or fees) owed during any given period.

22. Charges

22.1 In accordance with clause 4.6, you shall be solely responsible for any cancellation penalties or charges applied by a Supplier in connection with the cancellation of an Order booked through the Duffel Platform, unless such cancellation was approved in advance by Duffel in its discretion.

23. Servicing

23.1 In accordance with clause 16, you shall provide “front line” customer service (i.e., direct contact) for Customers and Duffel shall provide “second line” support (i.e. liaise with Suppliers to resolve the issue). In the event that the Supplier experiences higher than average customer contact or customer service costs in connection with your Orders, it may charge a customer service charge to attempt to recoup such costs which you shall be responsible for paying. You shall at all times adhere to the Supplier’s reasonable instructions and requirements with respect to such service.

24. Settlement

24.1 You shall comply with the settlement rules set out below depending on whether you are settling via Balance or card:

a) Balance Orders: If you opt to settle the Orders via your Balance then clause 17 applies to settlement of the Travel Services. As merchant of record for the Customer’s payment, you shall be solely responsible for and assume all liability for all credit card risk, including any and all credit card fraud, collection, chargeback disputes or chargeback costs and expenses. You assume all fraud liability and are required to fraud screen all booking attempts. Fraud screening procedures shall be documented in writing and may be approved by Duffel in advance. Changes in fraud prevention measures shall be communicated to Duffel no less than 45 days prior to the scheduled change event.

b) Card Orders: If you settle the Orders via credit card passthrough, you expressly authorise us to pass the Customer’s card details on to the Suppliers and your collection, and provision to Duffel, of such card details shall be in accordance with all applicable laws. Alternatively, if you provide Duffel with a corporate or virtual card to remit payment for Orders you authorise Duffel, Supplier or its service provider to charge such card the applicable amount to cover the Order at the time of the Order. Duffel may withhold commission payments, issue an invoice and/or offset losses from payments due to you for any fraud or chargebacks in connection with such corporate or virtual credit card.

25. Restricted activities

25.1 You shall comply with the Rate rules set out below depending on whether you are selling via public or private distribution channels, where “Rate” means the commissionable rate payable by the Customer for the Travel Service:

a) Private: You may only sell the Travel Services available via the Stays API to corporate customers or closed user groups (i.e. a group of users who have paid a bona fide membership or subscription fee or made other bona fide consideration acceptable to Duffel in its sole discretion, and have been granted security credentials (unique user ID and password) allowing such users to access pages and information). For the avoidance of doubt, you shall not sell the Travel Services available via the Stays API on public websites for consumers. Notwithstanding the foregoing but subject to clause 27, you may share the Supplier Data, excluding Rates, on public websites.

b) Public: You may not discount the Rates available via the Duffel Platform and the Travel Services shall only be sold, offered, displayed or disclosed at a price that is at least as high as the Rate provided via the Duffel Platform.

25.2 For the avoidance of doubt, clause 5.4(c) of the Services Agreement applies in respect of the Rates and you shall not mark-up, discount or display the Rates in a manner that is contrary to the rules of the Supplier.

25.3 Subject to applicable law, you warrant, represent and undertake that you shall not conduct, undertake, use, perform or exercise any form of online advertising that ties the presentation of an ad to a specific keyword-based search request (“Paid Search”) or search engine marketing activities, including any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of search engine optimization, paid placement, contextual advertising or paid inclusion (“SEM Activities”) directly or indirectly, in respect of: (i) the Intellectual Property Rights of the Supplier, all information of the Travel Services offerings available through the Stays API, including Rates, fares, hotel information and descriptions, guest reviews, meta data, details of facilities, cancellation, no-show and other policies and general terms of the Suppliers (including any translations thereof) and photos, video and pictures, including any updates, modifications, replacements, additions or amendments, and such other information from time to time owned or used by Supplier or embodied or included in the Stays API or made available to you (“Supplier Data”); or (ii) the Supplier brands (including each and every brand and/or website that is or in the future becomes under the control of Booking Holdings Inc., including priceline.com, Booking.com, Agoda.com, Rentalcars.com, KAYAK and Open Table (“BHI Brands”)), unless the owner of such Supplier brand has given its prior written consent for your use of that specific Supplier brand. You acknowledge that Suppliers may prohibit providing content to you for any reason, including if you are not compliant with this clause or the Search Marketing Guidelines made available to you via the Duffel Help Centre.

26. Travel Service T&Cs

26.1 You shall ensure that the Travel Service T&Cs (including the applicable cancellation / refund policy and any other content, such as Rates, resort fees or other hotel-imposed mandatory fees, and a break-down of taxes and other fees where provided through the Duffel Platform) are sourced solely via the Duffel Platform and are prominently and accurately displayed to the Customer prior, during and after the Customer’s completion of the Order. Without limiting the foregoing, you shall disclose to the Customer the following information (e.g., in a booking confirmation page or/and follow-up email): (i) the transaction date; (ii) a brief description of the Travel Services booked, returned or cancelled; (iii) the price of the Travel Services, including a break-down of applicable taxes and/or fees, or amount of any credit or adjustment; (iv) your name in a manner recognizable to the Customer; (v) your address; (vi) your customer service telephone number; (vii) any applicable terms and conditions of the booking; and (viii) any other information which applicable laws may require.

27. Supplier Data

27.1 You acknowledge and agree that Duffel is not responsible for the Supplier Data (as defined above) and shall not be held liable for inaccurate, incomplete, out-of-date, misleading, unlawful, abusive, offensive or obscene Supplier Data. You shall: (i) not directly or indirectly download and/or host any images or source files acquired via the image link URL on your own platform or servers; (ii) refresh or update content and information provided about Travel Services via the Stays API no less frequently than weekly; and (iii) display all images associated with each hotel and use best efforts to display such images at the highest reasonable resolution. You shall promptly notify Duffel and correct any errors or omissions on your platform and in the information relating to the Travel Services after becoming aware of such errors or after being notified of the errors or omissions by Duffel and/or the Supplier. You acknowledge and agree that special requests for Orders cannot be guaranteed.

28. Indemnity

28.1 You shall defend and indemnify Duffel (including our affiliates, and each of their respective directors, officers, employees, agents, and representatives) from and against all claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with: (i) any failure to accurately and completely make any required disclosures provided by a Supplier in connection with the offering and/or presentation of Travel Services including Rates, resort fees, taxes and other fees, and any rules, restrictions, terms or conditions; (ii) claims made to or by your Customers or other third parties about your business, own service fees or any other information not provided by Duffel; and/or (iii) any taxes imposed on any amount you charge the Customer in excess of the amount that is remitted to Duffel and/or the Supplier in connection with an Order, provided that you are given prompt notice of any claim and sole authority to defend or settle such claim. Duffel shall provide reasonable co-operation in the defence and settlement of such claim at your expense.

Data Processing Addendum (DPA)

1. General

1.1. Definitions:

a. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: are all as defined in the Data Protection Legislation.

b. “Data Protection Legislation”: the UK Data Protection Legislation and any other European Union or other national legislation relating to personal data and all other legislation and regulatory requirements in force from time to time, which apply to Duffel and/or the Merchant relating to the use of personal data (including the privacy of electronic communications).

c. “UK Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation,”GDPR”, ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), as amended.

1.2 Both parties shall comply with all applicable requirements of the Data Protection Legislation. This DPA is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

1.3 The Annex to this DPA lists all third-party sub-processors appointed by Duffel to process personal data and sets out the scope, nature and purpose of processing by Duffel, the duration of the processing, the types of personal data and categories of data subject.

1.4 Each party shall comply with all the obligations imposed on a controller under Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within thirty (30) days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

1.5 Notwithstanding the limitation of liability set out in clause 8.4 of the Agreement, either party’s aggregate liability arising from breach of its obligations in respect of Data Protection Legislation shall not exceed $1,000,000.

2. Data protection

2.1 The parties acknowledge that (save where you are using Managed Content, in which case the provisions of section 3 below shall apply), if Duffel processes any of your Customer’s personal data on your behalf when performing its obligations under the Agreement, you are the controller and Duffel is the processor for the purposes of the Data Protection Legislation.

2.2 Without prejudice to the generality of section 1, you shall ensure that you have all appropriate consents and notices in place to enable lawful transfer of the personal data to Duffel for the duration and purposes of the Agreement, so that Duffel may lawfully use, process and transfer the personal data on your behalf.

2.3 Duffel shall, in relation to any personal data processed in connection with the performance by Duffel of its obligations under the Agreement:

a. process personal data as required to carry out our Services and as per any instructions you share with us unless Duffel is required by the laws of any member of the European Union or by the laws of the European Union applicable to Duffel and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (“Applicable Laws”);

b. where Duffel is relying on Applicable Laws as the basis for processing personal data, Duffel shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Duffel from such notification;

c. assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

d. notify you without undue delay on becoming aware of a personal data breach;

e. at your written direction, delete or return personal data to you on termination of the Agreement and/or completion of our respective obligations under the Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

f. maintain complete and accurate records and information to demonstrate its compliance with this Section and immediately inform you if, in the opinion of Duffel, an instruction infringes the Data Protection Legislation.

2.4 Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

2.5 International transfers: Both parties acknowledge that the personal data may be transferred or stored outside the European Economic Area (“EEA”) and the United Kingdom (“UK”) or the country where you are located in order to provide or use the Services and otherwise perform the respective obligations under the Agreement. Neither party shall transfer any personal data outside of the EEA and the UK unless the following conditions are fulfilled: (i) the transferor has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; and (iii) the transferor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection. If the transfer of personal data is to a country which does not ensure an adequate level of protection within the meaning of the relevant Data Protection Legislation, the following transfer mechanisms shall automatically apply to such transfers:

a. where personal data that is subject to Data Protection Legislation in EEA is transferred out of the EEA, the standard contractual clauses annexed to the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“EU SCCs”); and/or

b. where personal data that is subject to the UK Data Protection Legislation is transferred out of the UK, the International Data Transfer Addendum to the EU SCCs where the EU SCCs can still be lawfully relied on for the relevant transfer of personal data, or the International Data Transfer Agreement where the EU SCCs do not apply to the transfer, both issued by the Information Commissioner’s Office under section 119A(1) of the UK Data Protection Act 2018.

2.6 Sub-Processors: You consent to Duffel appointing third-party processors (“Sub-Processors”) of personal data under the Agreement. Those Sub-Processors approved as at the date of this Agreement are as set out in the Annex to this DPA. Duffel confirms that:

a. it has entered or (as the case may be) shall enter with the Sub-Processors into a written agreement incorporating terms which are substantially similar to those set out in this condition;

b. it will update the DPA to reflect any changes or additions to our List of Sub-Processors. You may reasonably object to the appointment of a new Sub-Processor within two (2) working days of the date of this Agreement or, Duffel providing you with details, as applicable. You acknowledge that an objection may result in us being unable to offer our Services, where such Sub-Processors are essential to the provision of our Services;

c. such terms reflect and shall continue to reflect the requirements of the Data Protection Legislation. As between you and Duffel, Duffel shall remain fully liable for all acts or omissions of any Sub-Processors appointed by it pursuant to this DPA.

2.7 Suppliers: You accept that the Suppliers are independent data controllers in relation to any personal data and are not Sub-Processors of Duffel. As such, Duffel is not liable for the acts, omissions or failures of any such Supplier. You shall ensure that you have all necessary notices (including full information of the nature of the processing) and consents in place to enable the lawful transfer of the personal data to the Suppliers for the purposes of the Suppliers providing the Travel Services.

3. Shared personal data

3.1 The parties acknowledge that where you are using the Managed Content, you share personal data (“Shared Personal Data”) for the purposes of ticketing, supporting and settling Orders (“Agreed Purposes”), and that the parties are separate controllers for the purposes of Data Protection Legislation. The Shared Personal Data shall be confined to the categories of information that are relevant to the provision of Managed Content.

3.2 Particular obligations relating to data sharing: Each party shall, as appropriate:

a. ensure that you have all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the other party (including its employees, subcontractors and representatives) in this Agreement, the Authorised Users, Customers or any third party engaged to perform obligations in connection with this Agreement (“Permitted Recipients”) for the Agreed Purposes; and

b. give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

c. process the Shared Personal Data only for the Agreed Purposes;

d. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

e. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement; and

f. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

g. not transfer any personal data outside the EEA unless it complies with section 2.5 of this DPA.

3.4 Mutual assistance: Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each party shall:

a. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

b. promptly inform the other party about the receipt of any data subject access request;

c. provide the other party with reasonable assistance in complying with any data subject access request;

d. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

e. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

f. notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;

g. at your written direction Duffel shall delete or return Shared Personal Data on termination of this Agreement and completion of the obligations under the Agreement unless required by law to store the personal data;

h. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

i. maintain complete and accurate records and information to demonstrate its compliance with this section 3; and

j. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the UK Data Protection Legislation.

3.5 Duffel may, at any time but not without reasonable notice, revise this section 3 by replacing it with any applicable controller to processor standard conditions or similar terms forming part of an applicable certification scheme (which shall apply when replaced by an update to this section 3 of the DPA).

Annex to DPA

SCOPE: The scope of the Agreement and the processing of personal data carried out by Duffel under it shall be to provide you with the Services.

NATURE AND PURPOSE: Duffel shall process personal data for the purposes of providing the Services as per the terms of the Agreement, including enabling you to create Orders for Travel Services on behalf of your Customers and where using the Managed Content to service the Orders by liaising with the Suppliers.

DURATION OF THE PROCESSING: Duffel shall process personal data on your behalf until the later of (i) termination of the Agreement; or (ii) the expiry of all of Duffel’s obligations under the Agreement that require Duffel to process personal data on your behalf.

TYPES OF PERSONAL DATA: Duffel shall process the following types of personal data on your behalf:

Passenger details including:

• Given Name
• Family Name
• Date of Birth
• Gender
• Passport Number
• Passport Issuance Number
• Passport Issuing Country
• Passport expiry date
• Contact email address
• Phone number
• Loyalty Programme Information

For some passengers, sensitive personal data may be processed, such as health data, special needs or dietary requirements relating to religion.

CATEGORIES OF DATA SUBJECTS: Duffel shall process personal data on your behalf in relation to the following categories of data subject:

• Authorised Users
• Customers
• Your employees

List of Current Sub-Processors

You agree and acknowledge that Duffel and its group entities may be retained as sub-processors. Duffel may at any point change the list of sub-processors, as long as it retains the same data protection guarantees as described in our Services Agreement.

Duffel will keep the list of sub-processors below up-to-date and available online.

Company Name	Data	Purpose
Google Ireland Limited	Customer data and customers’ customer data + PII	Processing and storage (cloud service provider)
Very Good Security, Inc.	Cardholder data	Storage and encryption of cardholder data
Sentry (Functional Software, Inc.)	Customer data and customers’ customer data + PII	Error reporting and application monitoring (including IP addresses)
Segment.io, Inc.	Customer analytics data	User analytics
Mixpanel Inc.	Customer email, name and analytics data	User analytics
Google Analytics	Customer analytics data	User analytics
FullStory, Inc.	Customer analytics data and customer's customer data + PII	User interactions
Zendesk, Inc.	Customer email and name	Customer support ticketing
Stripe Payments Europe Limited / Stripe Payments UK, Ltd	Customer organisation name and credit card details	Payment processing
Slack Technologies, Inc.	Customer email and name, potentially sensitive data	Customer support communications
Mailgun Technologies, Inc.	Customer email and name, potentially sensitive data	Transactional emails, e.g. password reset
Active Campaign LLC	Customer email, name and analytics data	Marketing email and automation
Pegasus Business Intelligence LP d.b.a Onyx Centre Source	Customer data and customer's customer data + PII	Payment collections
Evervault Limited	Cardholder data + other PII required (e.g. email)	Payment processing
Stream.IO, Inc.	Customer data and PII	Travel support via live chat